Common use of Repayment of Term Loans and Revolving Facility Loans Clause in Contracts

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreement, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing the Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Effective Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower ending after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as the Term B Loans incurred on the Closing Date are allocated at least their pro rata share of such prepayment). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of such Class shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans, the Other Term Loans and the Other Refinancing Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans, Other Term Loans and Other Refinancing Term Loans, if anyany (other than with respect to Other Term Loans or Refinancing Term Loans, to the extent the Incremental Assumption Agreement relating thereto does not so require). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),Section: (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the applicable Term Facility Maturity Date Date, or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of any Class shall be due and payable on the applicable Revolving Facility Maturity DateDate with respect to such Class. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof in direct order of maturity; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant as the Borrower may specify (so long as such mandatory prepayments are not directed to Section 2.10(dany Class of Term Loans with a later Term Facility Maturity Date without at least a pro rata repayment of each Class of Term Loans with an earlier Term Facility Maturity Date), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and; (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans as the Borrower may direct under the applicable Class or Classes as the Borrower may in each case direct; and (iii) any prepayment of Term Loans of a particular Class pursuant to Section 2.11(g) or 9.04(i) shall be applied to the remaining installments of such Class of Term Loans on a pro rata basis. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 12:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day Business Day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrowers after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans and Swingline Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrowers and included in the calculation of Cumulative Credit, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Representative may in each case directdirect and on a pro rata basis to Term Loans outstanding within any Class of Term Loans. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrowers may allocate such prepayment in their discretion among the Class or Classes of Term Loans as the Borrowers (or the Borrower Representative on behalf thereof) may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrowers (or the Borrower Representative on behalf thereof) shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c), at least three Business Days before the scheduled date of such prepayment, (ii) in the case of an ABR BorrowingBorrowing (other than mandatory prepayments pursuant to Section 2.11(b) or (c)), at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (iiiii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 Borrowers (or the Borrower Representative on behalf thereof) (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses adjustment pursuant to paragraph (c) of this Section 2.10 and to Section 9.08(e), (i) Section, the Borrower or the applicable Co-Borrower Company shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date Borrowings on the last day of each Marchcalendar quarter, June, September and December of each year (commencing on September 30, 2024) and on 2010, in the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day aggregate principal amount equal to U.S.$1.625 million (each such date day being referred to as a “Term B-1 Loan Installment Date”). In the event that any New Term Loans are made on an Increased Amount Date, in an aggregate principal the amount of such due on each Term B-1 Loans equal to Loan Installment Date (A) in other than the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 Loans outstanding immediately occurring after the Fourteenth Incremental Assumption and Amendment Agreement Effective Increased Amount Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, shall increase by an amount equal to the then unpaid applicable amount per annum of the principal amount of such Term B-1 Loans outstanding; (ii) in the event that any Incremental New Term Loans are made after separately agreed upon by the Sixteenth Incremental Assumption and Amendment AgreementLenders making such New Term Loans, the Borrower or Company and the applicable Co-Borrower shall repay Administrative Agent pursuant to a New Term Loan Amendment, with the remaining principal amount of such Incremental New Term Loans being repaid on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility all Term Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans Term Borrowings from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to applied ratably among the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due Lenders on a pro rata basis (based on the succeeding Term Loan Installment Dates under amount of such Classes as provided in amortization payments) to the remaining scheduled amortization payments under in respect of such ClassesTerm Borrowings; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of Term Loan Facility as directed by the Term Loans under the applicable Class or Classes as the Borrower may in each case directCompany. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b[Intentionally Omitted]. (e) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment repayment of any Loan Borrowing under any Facility hereunder, the applicable Borrower (or the Company on behalf of the applicable Borrower) shall select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent (and in the case of repayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by electronic meanstelecopy) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Revolving Facility Borrowing, at least one (1) Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Revolving Facility Borrowing, at least (A) three U.S. Government Securities (3) Business Days before the scheduled date of such prepayment repayment (or, in each the case of a Eurocurrency Revolving Facility Borrowing denominated in Dollars) or (B) four (4) Business Days before the scheduled date of such shorter period acceptable to repayment (in the Administrative Agentcase of a Eurocurrency Revolving Facility Borrowing denominated in a Foreign Currency); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any ClassFacility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of Loans a Swingline Borrowing hereunder, the Company shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., New York City time, on the scheduled date of such repayment. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16. Repayments shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)2.13. Each such notice shall be irrevocable and shall specify the repayment date and the principal amount of each Borrowing or portion thereof to be repaid; provided that, if a notice of repayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of repayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Revolving Facility Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.

Repayment of Term Loans and Revolving Facility Loans. (a) [Reserved]. (b) Subject to the other clauses of this Section 2.10 and to Section 9.08(e),): (i) the Borrower or the applicable Co-Borrower BGI shall repay 2024 Refinancing principal of outstanding Initial Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day Business Day of each March, June, September and December of each year (commencing on September 30December 31, 20242023) and on the applicable Initial Term Facility Maturity Date or, if any such date is not a Business Day, on the next immediately preceding Business Day (each such date being referred to as a an “Initial Term B-1 Loan Installment Date”), in an aggregate principal amount of such Initial Term B-1 Loans equal to (A) in the case of quarterly payments due any Initial Term Loan Installment Date prior to the applicable Initial Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing the Initial Term B-1 Loans outstanding immediately after incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Initial Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Initial Term B-1 Loans outstanding; (ii) in the event that any Incremental Other Term Loans (for the avoidance of doubt, other than Initial Term Loans) are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower BGI shall repay such Incremental Other Term Loans (for the avoidance of doubt, other than Initial Term Loans) on the dates and in the amounts set forth in the related Incremental Assumption Agreement Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iii) to the extent not previously paid, all outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (bc) To the extent not previously paid, (i) all outstanding Revolving Facility Loans and Overnight Rate Loans shall be due and payable on the applicable Revolving Facility Maturity DateDate and (ii) each outstanding Swingline Loan shall be due and payable on the tenth (10) Business Day after the date of disbursement of such Swingline Loan. (cd) Prepayment Any mandatory prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be applied so that the aggregate amount of such prepayment is allocated to among the Class or Classes of Initial Term Loans determined pursuant to Section 2.10(d)and the Other Term Loans, with if any, pro rata based on the application thereof aggregate principal amount of outstanding Initial Term Loans and Other Term Loans, if any, to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under for such Classes; provided, that, subject to the pro rata application to Term Loans outstanding within any respective Class of Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(b)(1), any Class of Other Term Loans may receive less than its pro rata share thereof (so long as the amount by which its pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Initial Term Loans and any other Classes of then outstanding Other Term Loans), in each case to the extent the respective Class receiving less than its pro rata share has consented thereto and (y) BGI shall allocate any repayments pursuant to Section 2.11(b)(2) to repay the respective Class or Classes being refinanced, as provided in such Section 2.11(b)(2). Any mandatory prepayment of Term Loans pursuant to Section 2.11(c), shall be applied so that the remaining scheduled amortization payments under aggregate amount of such prepayment is allocated among the Initial Term Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Initial Term Loans and Other Term Loans, if any, to reduce amounts due on the succeeding Term Loan Installment Dates for such Classes; and provided, that, subject to the pro rata application to Term Loans outstanding within any respective Class of Loans, any Class of Other Term Loans may receive less than its pro rata share thereof (iiso long as the amount by which its pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Initial Term Loans and any other Classes of then outstanding of Other Term Loans), in each case to the extent the respective Class receiving less than its pro rata share has consented thereto. Any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower BGI may in each case direct. direct (d) Any mandatory prepayment and absent such direction, in direct order of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if anymaturity). Prior to any optional prepayment of any Loan under any Facility hereunder, the Borrower BGI shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Borrowing or any Swingline Loan, on the scheduled date of such prepayment) and , (ii) in the case of a Term SOFR Borrowing, at least three U.S. Government Securities (3) Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent), (iii) in the case of an Alternate Currency Borrowing (other than a Special Notice Currency), at least three (3) Business Days before the scheduled date of such prepayment (or, in each case, such shorter period acceptable to the Administrative Agent) and (iv) in the case of an Alternate Currency Borrowing in an Alternate Currency that is a Special Notice Currency, at least four (4) Business Days before the scheduled date of such prepayment (or, in each case, such shorter period acceptable to the Administrative Agent). Each such notice shall be irrevocable; provided, 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 BGI (by notice to the Administrative Agent (and the Swingline Lender, if applicable) on or prior to the specified effective date) if such condition is not satisfied. Each Subject to Section 2.10(f), each repayment of a Borrowing by a Borrower (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing of such Borrower such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid BorrowingBorrowing of such Borrower. All repayments of Loans shall be accompanied by (1) accrued interest on the amount repaid to the extent required by Section 2.13(d2.13(e) and (2) break funding payments pursuant to Section 2.16. (e) BGI shall notify the Administrative Agent in writing of any mandatory prepayment of the applicable Term Loans required to be made pursuant to Section 2.11(b)(1) or 2.11(c) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each applicable Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any such Term Lender (a “Declining Term Lender,” and any such Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and BGI no later than 5:00 p.m., Local Time, one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the applicable Term Loans held by such Term Lender pursuant to Section 2.11(b)(1) or 2.11(c) not be made (the aggregate amount of such prepayments declined by the applicable Declining Term Lenders, the applicable “Declined Prepayment Amount”). If any such Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the applicable Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of the applicable Term Loans. In the event that the Declined Prepayment Amount with respect to the applicable Facility is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender under the applicable Facility of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s pro rata share of the applicable Term Loans (excluding the pro rata share of the Declining Term Lenders)). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m., Local Time, one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s applicable Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by BGI. Each Term Lender’s ratable portion of such Declined Prepayment Amount (unless declined by the respective Term Lender as described in the preceding sentence) shall be applied to the remaining installments of the respective Term Loans of such Lenders under the applicable Class or Classes as BGI may in each case direct (and absent such direction, in direct order of maturity). For the avoidance of doubt, BGI may, at its option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.11(a) below. (f) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, (i) no Foreign Borrower shall be liable or in any manner responsible for, or be deemed to have guaranteed, directly or indirectly, whether as a primary obligor, guarantor, indemnitor, or otherwise, and none of their assets shall secure, directly or indirectly, any Obligations of any other Borrower or any Guarantor (including, without limitation, principal, interest, fees, penalties, premiums, expenses, charges, reimbursements, indemnities or any other Obligations) under this Agreement or any other Loan Document, and (ii) no Foreign Borrower shall be obligated to make any payment hereunder or under any other Loan Document on behalf of, or with respect to, any Obligations of any other Borrower or any Guarantor.

Repayment of Term Loans and Revolving Facility Loans. (a) 3. Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing the Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Effective Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Fifth Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on the last day of September 30, 20242017) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Fifth Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrowers after the Closing Date) and on the applicable Term Facility Maturity Date Date, or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and; (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of any Class shall be due and payable on the applicable Revolving Facility Maturity DateDate with respect to such Class. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof as the Company may direct; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Company may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with as the application thereof to reduce in direct order amounts due Company may specify (so long as the initial Term B Loans incurred on the succeeding Term Loan Installment Dates under Closing Date are allocated at least their pro rata share of such Classes as provided in the remaining scheduled amortization payments under such Classes; andprepayment); (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans as the Company may direct under the applicable Class or Classes as the Borrower Company may in each case direct; and (iii) any prepayment of Term Loans of a particular Class pursuant to Section 2.11(g) or 9.04(i) shall be applied to the remaining installments of such Class of Term Loans on a pro rata basis. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans in the applicable Class or Classes of Term Loans (including Refinancing Term Loans and the Other Term Loans, if any) to be repaid, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and in the applicable Class or Classes, irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans (other than with respect to Other Term Loans or Refinancing Term Loans, to the extent the Incremental Assumption Agreement relating thereto does not so require); provided that if any. Prior no Lenders exercise the right to any waive a given mandatory prepayment of the Term Loans pursuant to Section 2.11(e), then, with respect to such mandatory prepayment, prior to the repayment of any Loan under any Facility hereunderTerm Loan, the Borrower shall Company may select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 12:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent); provided, 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 each case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment Repayments of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied Eurocurrency Borrowings pursuant to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans this Section 2.10 shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing the Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Repricing Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Repricing Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as the Term B Loans incurred on the Closing Date are allocated at least their pro rata share of such prepayment). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) in the Borrower or event that any Delayed Draw Term Loans are made, the applicable Co-Borrower shall repay 2024 Refinancing such Delayed Draw Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024no earlier than the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the applicable Term Delayed Draw Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Delayed Draw Facility Installment Date”), in an aggregate principal amount of such Delayed Draw Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Delayed Draw Term Facility Maturity Date, an amount equal to 0.251.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Datetheir incurrence, and (B) in the case of such payment due on the applicable Term Delayed Draw Facility Maturity Date, an amount equal to the then unpaid principal amount of such Delayed Draw Term B-1 Loans outstanding;; and (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment (other than in respect of Permitted Refinancing Indebtedness incurred to Refinance any such Term Loan) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify furnish a Notice of Prepayment to the Administrative Agent electronically (confirmed by a written notice (including Notice of Prepayment signed by electronic meansthe Borrower) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent); provided, that a notice Notice of prepayment 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 Notice of Prepayment 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 satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e),): (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding[reserved]; (ii) in the event that any Incremental Other Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”)Agreement, Extension Amendment or Refinancing Amendment; and (iii) to the extent not previously paid, all outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, all outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any, and to reduce amounts due on the succeeding Term Loan Installment Dates for such Classes as the Borrower may direct; provided, that, subject to the pro rata application to Loans outstanding within any respective Class of Loans, the Borrower shall allocate any repayments pursuant to Section 2.11(b) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(b). Any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied as between the Incremental Term Loans (if any) as the Borrower may in each case direct and shall be applied to the remaining installments of the applicable Term Loans under the applicable Class or Classes as the Borrower may in each case direct (and absent such direction, in direct order of maturity). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m.12:00 noon, Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before on the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities (3) Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent). Each such notice shall be irrevocable; provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by (1) accrued interest on the amount repaid to the extent required by Section 2.13(d)) and (2) break funding payments pursuant to Section 2.16.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-The Borrower shall repay 2024 Refinancing to the Administrative Agent, for the benefit of the Initial Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective DateB Lenders, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September beginning June 30, 20242013) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such ) through and including the Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term B Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate a principal amount of 2024 Refinancing Initial Term B-1 Loans outstanding immediately equal to, on any Term B Loan Installment Date occurring after the Fourteenth Incremental Assumption and Fifth Amendment Agreement Effective Date plus Date, the product of (IIx) the aggregate principal amount of Incremental Initial Term B-1 B Loans outstanding immediately after the Fifteenth Incremental Assumption and Initial Term B Loan Borrowing on the Fifth Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (By) 0.25%, with the balance of the Initial Term B Loans due in the case of such payment due full on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreement, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term B Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Class or Classes of Term Loans determined pursuant to Section 2.10(d)ratably among the Term Facilities, with the application thereof to reduce reducing in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; installments thereof in forward order of maturity, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Borrowers may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment the scheduled or voluntary repayment of any Loan under any Facility hereunderor reduction of the Credit-Linked Deposits, the Borrower shall select the Borrowing or Borrowings under the applicable Facility and/or Credit-Linked Deposits to be prepaid repaid or reduced and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic meanstelecopy) of such selection not later than 2:00 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (orrepayment and, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR BorrowingEurocurrency Borrowing or Credit-Linked Deposit, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment repayment and (oriii) in the case of a Term Benchmark Borrowing, in each case three Business Days before the scheduled date of such shorter period acceptable to the Administrative Agent); provided, 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 satisfiedrepayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid BorrowingBorrowing and each reduction of the total Credit-Linked Deposits shall be applied ratably to the Credit-Linked Deposits of the Synthetic L/C Lenders. All repayments Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of Loans a Swingline Loan hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Repayments of Borrowings shall be accompanied by accrued interest on the amount repaid repaid. (e) The Administrative Agent shall return the Credit-Linked Deposit to the extent required Synthetic L/C Lenders, on the last day of March, June, September and December of each year or, if such date is not a Business Day, the next preceding Business Day (each such date being referred to as a “Synthetic L/C Installment Date”) through and including the Synthetic L/C Maturity Date, in an amount equal to the product of (x) the Credit-Linked Deposit held by the Administrative Agent on the Closing Date and (y) 0.25%, with the balance of the Credit-Linked Deposit returned in full to the Synthetic L/C Lenders on the Synthetic L/C Maturity Date. Any optional return of Credit-Linked Deposits effected pursuant to Section 2.13(d)2.08 shall be applied to reduce the subsequent scheduled returns of Credit-Linked Deposits to be effected pursuant to this Section as directed by the Borrower. Each return of Credit-Linked Deposits pursuant to this Section 2.10(e) shall be accompanied by accrued fees and other amounts payable by the Borrower pursuant to Section 2.12(c) and Section 2.21(b) on the amount of such Credit-Linked Deposits paid to but excluding the date of return.

Repayment of Term Loans and Revolving Facility Loans. (ai) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e), (i) Section, the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred Borrowings on each date set forth below in the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any aggregate principal amount set forth opposite such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding;): (ii) in In the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity DateAgreement. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date, provided that any Other Revolving Facility Loans shall be due and payable as set forth in the relevant Incremental Assumption Agreement. (c) Prepayment of the Loans Borrowings from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to applied: (A) first among the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due Borrowings on a pro rata basis (based on the succeeding Term Loan Installment Dates under amount of such Classes as provided in amortization payments) the remaining scheduled amortization payments under in respect of such ClassesTerm Borrowings; and (B) second to reduce permanently the Revolving Facility Commitments. (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of thereof as directed by the Term Loans under the applicable Class or Classes as the Borrower may in each case directBorrower. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment repayment of any Loan Borrowing under any either Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic meanstelecopy) of such selection not later than 2:00 p.m.P.M., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 satisfiedrepayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any ClassFacility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of Loans a Swingline Borrowing hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than [1:00] p.m., Local Time, on the scheduled date of such repayment. Repayments of Borrowings shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)repaid.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),Section: (i) the Borrower or the applicable Co-The Borrower shall repay 2024 Refinancing to the Administrative Agent, for the benefit of the Initial Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective DateB Lenders, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September beginning June 30, 20242013) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a ““ Term B-1 B Loan Installment DateDate ”), in an aggregate principal amount of such ) through and including the Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term B Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate a principal amount of 2024 Refinancing Initial Term B-1 Loans outstanding immediately after equal to the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus product of (IIx) the aggregate principal amount of Incremental Initial Term B-1 B Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Initial Term B Loan Borrowing on the Closing Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (By) 0.25%, with the balance of the Initial Term B Loans due in the case of such payment due full on the applicable Term B Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding;. (ii) [Reserved] (iii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an ““ Incremental Term Loan Installment DateDate ”); and (iiiiv) to the extent not previously paid, outstanding Term Loans shall be due and payable on the Term B Facility Maturity Date or the applicable Incremental Term Facility Maturity Date, as the case may be. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Class or Classes of Term Loans determined pursuant to Section 2.10(d)ratably among the Term Facilities, with the application thereof to reduce reducing in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; installments thereof in forward order of maturity, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Borrowers may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment the scheduled or voluntary repayment of any Loan under any Facility hereunderor reduction of the Credit-Linked Deposits, the Borrower shall select the Borrowing or Borrowings under the applicable Facility and/or Credit-Linked Deposits to be prepaid repaid or reduced and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic meanstelecopy) of such selection not later than 2:00 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR BorrowingEurocurrency Borrowing or Credit-Linked Deposit, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 satisfiedrepayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid BorrowingBorrowing and each reduction of the total Credit-Linked Deposits shall be applied ratably to the Credit-Linked Deposits of the Synthetic L/C Lenders. All repayments Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of Loans a Swingline Loan hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Repayments of Borrowings shall be accompanied by accrued interest on the amount repaid repaid. (e) The Administrative Agent shall return the Credit-Linked Deposit to the extent required Synthetic L/C Lenders, on the last day of March, June, September and December of each year or, if such date is not a Business Day, the next preceding Business Day (each such date being referred to as a “ Synthetic L/C Installment Date ”) through and including the Synthetic L/C Maturity Date, in an amount equal to the product of (x) the Credit-Linked Deposit held by the Administrative Agent on the Closing Date and (y) 0.25%, with the balance of the Credit-Linked Deposit returned in full to the Synthetic L/C Lenders on the Synthetic L/C Maturity Date. Any optional return of Credit-Linked Deposits effected pursuant to Section 2.13(d)2.08 shall be applied to reduce the subsequent scheduled returns of Credit-Linked Deposits to be effected pursuant to this Section as directed by the Borrower. Each return of Credit-Linked Deposits pursuant to this Section 2.10(e) shall be accompanied by accrued fees and other amounts payable by the Borrower pursuant to Section 2.12(c) and Section 2.21(b) on the amount of such Credit-Linked Deposits paid to but excluding the date of return.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),Section: (i) the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date A Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 20242016) and on the applicable Term Facility A Loan Maturity Date or, if any such date is not a Business Day, on the next preceding succeeding Business Day (each such date being referred to as a “Term B-1 A Loan Installment Date”), in an aggregate principal amount of such the Term B-1 A Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility A Loan Maturity Date and on or prior to the second anniversary of the Restatement Effective Date, an amount equal to 0.251.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 A Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Restatement Effective Date, (B) in the case of quarterly payments due prior to the Term A Loan Maturity Date plus (II) but after the second anniversary of the Restatement Effective Date, an amount equal to 2.50% of the aggregate principal amount of Incremental Term B-1 A Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Restatement Effective Date, and (BC) in the case of such payment due on the applicable Term Facility A Loan Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 A Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); (iii) in the event that any Refinancing Term Loans are made pursuant to Section 2.21(j), the applicable Borrower (or the relevant obligor) shall repay such Refinancing Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iiiiv) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of each Class shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Company may direct; and (ii) all Net Proceeds pursuant to Section 2.11(b) shall be allocated among the Term Facilities, with the application thereof (A) to reduce in each case directdirect order amounts due on the next twelve succeeding Term Loan Installment Dates under the applicable Term Facilities as provided in paragraph (d) below, and (B) thereafter, to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments under the applicable Term Facilities; provided, that any Lender, at its option, may elect to decline any such prepayment (such declined amounts, the “Declined Proceeds”) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 11:00 A.M. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”). Any Declined Proceeds shall be offered to the Lenders not so declining such repayment on a pro rata basis; provided, that any such non-Declining Lender, at its option, may elect to decline any such prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent. To the extent such non-declining Lenders elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter on the date of any such prepayment shall instead be retained by the Borrowers for application for any purpose not prohibited by this Agreement. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 A Loans, the Other Incremental Term Loans and the Other Refinancing Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 A Loans, Other Incremental Term Loans and Other Refinancing Term Loans, if anyany (unless, with respect to Other Incremental Term Loans or Refinancing Term Loans or the Incremental Assumption Agreement relating thereto does not so require). Prior to any prepayment repayment of any Loan under any Facility hereunder, the Borrower Company shall select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (orrepayment, in each case such shorter period acceptable which notice shall be irrevocable except to the Administrative Agent); provided, that extent conditioned on a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements refinancing 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 satisfiedevent. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures Exposure of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All Repayments of Loans (other than repayments of Loans ABR Revolving Facility Borrowings that are not made in connection with the termination or permanent reduction of the applicable Revolving Facility Commitment) shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)repaid.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e)2.10, (i) after the completion of two full fiscal quarters of the Borrower or after the applicable Co-Commencement of Operations of the Development, the Borrower shall repay 2024 Refinancing an aggregate principal amount of the Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December fiscal quarter of each year the Borrower thereafter (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), ) in an aggregate principal amount of such with respect to each Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount B Loan Installment Date equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Dateoutstanding, and (B) in the case of such payment due the Funded Term B Loans, on the applicable Closing Date and, in the case of the Delayed Draw Term Facility Maturity DateB Loans, an amount equal to the then unpaid principal amount last date on which a Term B Borrowing comprised of such Delayed Draw Term B-1 B Loans outstandingwas funded; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and; (iii) to the extent not previously paid, outstanding Term B Loans shall be due and payable on the applicable Term B Facility Maturity Date; (iv) the Refinancing Term Loans of any Series shall mature as provided in the applicable Refinancing Term Loan Amendment; and (v) the Extended Term Loans of any Extension Series shall mature as provided in the applicable Extension Amendment. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the next eight (8) remaining installments thereof in direct order of maturity and any remaining amount thereof applied to the following remaining installments thereof on a ratable basis; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant to Section 2.10(das the Borrower may specify (so long as the Term B Loans are allocated at least their pro rata share of such prepayment), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans as the Borrower may direct under the applicable Class or Classes as the Borrower may in each case direct; provided that any such prepayments shall be applied ratably to outstanding Funded Term B Loans and Delayed Draw Term B Loans (and with respect to the Delayed Draw Term B Loans, such prepayments shall be applied ratably to outstanding 12-Month Delayed Draw Term B Loans and 18-Month Delayed Draw Term B Loans). (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and in the applicable Class or Classes of Term Loans (including Other Term Loans, if any) to be repaid, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other in the applicable Class or Classes, irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans, ; provided that if any. Prior no Lenders exercise the right to any waive a given mandatory prepayment of the Term Loans pursuant to Section 2.11(e), then, with respect to such mandatory prepayment, prior to the repayment of any Loan under any Facility hereunderTerm Loan, the Borrower shall may select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic meanstelecopy) of such selection not later than 2:00 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable repayment. Repayments of Eurocurrency Borrowings pursuant to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans this Section 2.10 shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)repaid.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e),): (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding[reserved]; (ii) in the event that any Incremental Other Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”)Agreement, Extension Amendment or Refinancing Amendment; and (iii) to the extent not previously paid, all outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, all outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any, and to reduce amounts due on the succeeding Term Loan Installment Dates for such Classes as the Borrower may direct; provided, that, subject to the pro rata application to Loans outstanding within any respective Class of Loans, the Borrower shall allocate any repayments pursuant to Section 2.11(b) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(b). Any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied as between the Incremental Term Loans (if any) as the Borrower may in each case direct and shall be applied to the remaining installments of the applicable Term Loans under the applicable Class or Classes as the Borrower may in each case direct (and absent such direction, in direct order of maturity). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or12:00 noon, in the case of a Swingline LoanLocal Time, on the scheduled date of such prepayment) prepayment and (ii) in the case of a Term SOFR Borrowing, 12:00 noon, Local Time, at least three U.S. Government Securities two (2) Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent). Each such notice shall be irrevocable; provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by (1) accrued interest on the amount repaid to the extent required by Section 2.13(d)) and (2) break funding payments pursuant to Section 2.16.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),Section: (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the applicable Term B Facility Maturity Date Date, or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term B Facility Maturity Date, an amount equal to 0.251.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term B Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable by the Borrower on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of any Class shall be due and payable by the Borrower on the applicable Revolving Facility Maturity DateDate with respect to such Class. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and (g) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied by the Borrower to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof in direct order of maturity; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant as the Borrower may specify (so long as such mandatory prepayments are not directed to Section 2.10(dany Class of Term Loans with a later Term Facility Maturity Date without at least a pro rata repayment of each Class of Term Loans with an earlier Term Facility Maturity Date), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and; (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied by the Borrower to the remaining installments of the Term Loans as the Borrower may direct under the applicable Class or Classes as the Borrower may in each case direct; and (iii) any prepayment of Term Loans of a particular Class pursuant to Section 2.11(h) or 9.04(i) shall be applied by the Borrower to the remaining installments of such Class of Term Loans on a pro rata basis. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 12:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing the Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement 2017 Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the 2017 Effective Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement 2017 Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Escrow Release Date) and on the applicable Term Facility Maturity Date Date, or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and; (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of any Class shall be due and payable on the applicable Revolving Facility Maturity DateDate with respect to such Class. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof as the Borrower may direct; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with as the application thereof to reduce in direct order amounts due Borrower may specify (so long as the initial Term B Loans incurred on the succeeding Term Loan Installment Dates under Closing Date are allocated at least their pro rata share of such Classes as provided in the remaining scheduled amortization payments under such Classes; andprepayment); (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans as the Borrower may direct under the applicable Class or Classes as the Borrower may in each case direct; and (iii) any prepayment of Term Loans of a particular Class pursuant to Section 2.11(h) or 9.04(i) shall be applied to the remaining installments of such Class of Term Loans on a pro rata basis. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans in the applicable Class or Classes of Term Loans (including Refinancing Term Loans and the Other Term Loans, if any) to be repaid, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and in the applicable Class or Classes, irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans (other than with respect to Other Term Loans or Refinancing Term Loans, to the extent the Incremental Assumption Agreement relating thereto does not so require); provided that if any. Prior no Lenders exercise the right to any waive a given mandatory prepayment of the Term Loans pursuant to Section 2.11(f), then, with respect to such mandatory prepayment, prior to the repayment of any Loan under any Facility hereunderTerm Loan, the Borrower shall may select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 12:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent); provided, 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 each 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. Each repayment Repayments of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied Eurocurrency Borrowings pursuant to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans this Section 2.10 shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-[Reserved]: (ii) The Borrower shall repay 2024 Refinancing to the Administrative Agent, in Dollars, for the ratable account of the Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective DateB Lenders, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date (A) on the last day Business Day of each March, June, September and December of each year (December, commencing on with the September 30, 2024) and on the applicable Term Facility Maturity Date or2013 (each, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate a principal amount in respect of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the original aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term B Facility Maturity Date, an amount equal to the then unpaid remaining outstanding principal amount of such all Term B-1 Loans outstandingB Loans; (iiiii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); (iv) in the event that any Refinancing Term Loans are made on a Refinancing Effective Date, the Borrower shall repay such Refinancing Term Loans on the dates and in the amounts set forth in the Refinancing Term Loan Amendment (each such date being referred to as a “Refinancing Term Loan Installment Date”); and (iiiv) to the extent not previously paid, outstanding Refinancing Term Loans of any Series shall be due and payable on mature as provided in the applicable Refinancing Term Facility Maturity DateLoan Amendment. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c2.12(b) shall be applied so that the aggregate amount of such prepayment is allocated among the each Class of Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans, with the application of such mandatory prepayment within each Class of Term Loans applied to the remaining installments of such Class as the Borrower may direct; provided that if any. Prior no Lenders exercise the right to any waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, prior to the repayment of any Loan under any Facility hereunderTerm Loan, the Borrower shall may select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment repayment; and (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 dateii) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case Any optional prepayments of the Revolving Facility of any Class, Term Loans pursuant to Section 2.12(a) shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures remaining installments of the Revolving Facility Lenders of such Term Loans as the Borrower may direct under the applicable Class at or Classes as the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)Borrower may direct.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing outstanding Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 B-2 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30December 31, 20242021, in the case of Term B Loans) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.250.25062656641604% of (x) in the sum case of (I) Term B Loans, the aggregate principal amount of 2024 Refinancing such Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption Closing Date and Amendment Agreement Effective Date plus (IIy) in the case of Term B-2 Loans, the aggregate principal amount of Incremental such Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement No. 2 Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c2.11(c)(i) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (cc)(i) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans, the Term B-2 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans, Term B-2 Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b), Section 2.21(f) or Section 2.21(j), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Term Benchmark Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period reasonably acceptable to the Administrative Agent); provided, 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 delayed until such time as such condition is satisfied or revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d2.13(f).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each MarchJanuary, JuneApril, September July and December October of each year (commencing on September 30October 31, 20242022) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) (x) the Borrower shall repay 2023 Refinancing Term B Loans on the dates and in the amounts set forth in the First Amendment and (y) in the event that any other Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c2.11(c)(i) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; andprovided, that any Lender, at its option, may elect to decline any such prepayment (other than a prepayment with Net Proceeds of Indebtedness pursuant to Section 2.11(b)) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and 105 (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the 2023 Refinancing Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding 2023 Refinancing Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period reasonably acceptable to the Administrative Agent); provided, 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 delayed until such time as such condition is satisfied or revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d2.13(f).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the theThe Borrower or the applicable Co-Borrower Agent shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each MarchJanuary, JuneApril, September July and December October of each year (commencing on September 30October 31, 20242022) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) (x) theThe Borrower Agent shall repay 2023 Refinancing Term B Loans on the dates and in the amounts set forth in the First Amendment, (y) the Borrower Agent shall repay 2024 Refinancing Term B Loans on the dates and in the amounts set forth in the Second Amendment and (z) in the event that any other Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the theeach applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c2.11(c)(i) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment (other than a prepayment with Net Proceeds of Indebtedness pursuant to Section 2.11(b)) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower Agent for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Agent may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the 2024 Refinancing Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding 2024 Refinancing Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower Agent may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower Agent may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower Agent shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period reasonably acceptable to the Administrative Agent); provided, 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 delayed until such time as such condition is satisfied or revoked by the Borrower Agent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (or waived by the Borrower Agent in its sole discretion) and/or rescinded at any time by the Borrower Agent if the Borrower Agent determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d2.13(f).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e)2.11, (i) the Borrower or the applicable Co-Borrower The Borrowers shall repay 2024 Refinancing to the Administrative Agent, for the ratable account of the Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective DateLenders, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date in consecutive, quarterly installments on the last day Business Day of each March, June, September and December of each year (December, commencing on September 30December 31, 2024) and on the applicable Term Facility Maturity Date or, if any 2014 (each such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a an “Initial Term B-1 Loan Installment Date”), in an aggregate a principal amount in respect of such the Initial Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate original principal amount of 2024 Refinancing the Initial Term B-1 Loans outstanding immediately after (each such scheduled installment payment, including the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such final installment payment due on the applicable Initial Term B Facility Maturity Date or the Initial Euro Term Facility Maturity Date, as applicable, an amount “Initial Term Loan Repayment Amount”), with the final installment on the Initial Term B Facility Maturity Date or the Initial Euro Term Facility Maturity Date, as applicable, equal to the remaining Outstanding Amount of the Initial Term Loans. In the event that any Loans are prepaid by the Borrowers pursuant to Section 2.25, then unpaid principal amount of the Initial Term Loan Repayment Amounts (other than the final installment payment on the Initial Term B Facility Maturity Date or the Initial Euro Term Facility Maturity Date, as applicable) that were outstanding prior to and that remain outstanding after such Term B-1 Loans outstandingprepayment pursuant to Section 2.25 will not be reduced by such prepayment); (ii) in the event that any Incremental Other Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, all outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b2.12(b) and Excess Cash Flow pursuant to Section 2.11(c2.12(c) shall be allocated applied to the prepayment of Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof as directed by the Dutch Borrower, or, if not so directed, in direct order of maturity; provided that subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrowers may allocate such prepayment in their sole discretion among the Class or Classes of Term Loans determined as the Dutch Borrower may specify; provided further, however, that no payment shall be made on any Term Loan without providing for at least a pro rata payment of the Initial Term Loans substantially concurrently with such payment. Notwithstanding anything herein to the contrary, in the event there are no Term Loans outstanding, all Net Proceeds pursuant to Section 2.10(d2.12(b) (1) and Excess Cash Flow pursuant to Section 2.12(c) shall be applied first to prepay outstanding Revolving Facility Loans (without a corresponding permanent reduction of Revolving Facility Commitments), with second to Cash Collateralize outstanding Letters of Credit (without a corresponding permanent reduction of Revolving Facility Commitments) and third, subject to Section 6.09, as required by the application thereof to reduce in direct order Second Lien Credit Agreement or if such agreement or Permitted Refinancing Indebtedness is no longer outstanding, such amounts due on may be retained by the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; andBorrowers for any purpose not prohibited by this Agreement. (ii) any Any optional prepayments of the Term Loans pursuant to Section 2.11(a2.12(a) shall be applied to the remaining installments of the Term Loans as the Dutch Borrower may direct under the applicable Class or Classes as the Dutch Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b2.12(b) or (c) shall be applied so as set forth in clauses (c)(i) above, irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lenders exercise the aggregate amount right to waive a given mandatory prepayment of such prepayment is allocated among the Term B-1 Loans and pursuant to Section 2.12(d), then, with respect to such mandatory prepayment, prior to the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment repayment of any Loan under any Facility hereunderTerm Loan, the Dutch Borrower shall may select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (confirmed by hand delivery, facsimile or other electronic transmission (including by electronic means“.pdf” or “.tif”)) of such selection not later than 2:00 1:00 p.m., Local TimeNew York City time, (i) in the case of an ABR Borrowing, at least one (1) Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities (3) Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 A Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day of each March, June, September and December of each year (commencing on with the fiscal quarter of the Borrower ending September 30, 20242020) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 A Loan Installment Date”), in an aggregate principal amount of such Term B-1 A Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity DateDate for each month set forth below, an amount equal to 0.25% the percentage of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 A Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Closing Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, set forth opposite such month and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 A Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided that, any Lender, at its option, may elect to decline the full amount of such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case directdirect (and absent such direction, in direct order of maturity). (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 A Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 A Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection in writing in the form of Exhibit L not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent); provided, provided 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 satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the applicable Term Facility Maturity Date Date, or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and; (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of any Class shall be due and payable on the applicable Revolving Facility Maturity DateDate with respect to such Class. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof as the Borrower may direct; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with as the application thereof to reduce in direct order amounts due Borrower may specify (so long as the initial Term B Loans incurred on the succeeding Term Loan Installment Dates under Closing Date are allocated at least their pro rata share of such Classes as provided in the remaining scheduled amortization payments under such Classes; andprepayment); (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans as the Borrower may direct under the applicable Class or Classes as the Borrower may in each case direct; and (iii) any prepayment of Term Loans of a particular Class pursuant to Section 2.11(g) or 9.04(i) shall be applied to the remaining installments of such Class of Term Loans on a pro rata basis. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans in the applicable Class or Classes of Term Loans (including Refinancing Term Loans and the Other Term Loans, if any) to be repaid, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and in the applicable Class or Classes, irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans (other than with respect to Other Term Loans or Refinancing Term Loans, to the extent the Incremental Assumption Agreement relating thereto does not so require); provided that if any. Prior no Lenders exercise the right to any waive a given mandatory prepayment of the Term Loans pursuant to Section 2.11(e), then, with respect to such mandatory prepayment, prior to the repayment of any Loan under any Facility hereunderTerm Loan, the Borrower shall may select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 12:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent); provided, 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 each 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. Each repayment Repayments of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied Eurocurrency Borrowings pursuant to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans this Section 2.10 shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrowers after the Closing Date) and on the applicable Term Facility Maturity Date Date, or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25(x) for each fiscal quarter ending on or before September 30, 2018, 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus Closing Date, (IIy) for each subsequent fiscal quarter ending on or before September 30, 2019, 0.625% of the aggregate principal amount of Incremental Term B-1 B Loans outstanding immediately after on the Fifteenth Incremental Assumption Closing Date and Amendment Agreement Effective Date plus (IIIz) for each subsequent fiscal quarter, 1.25% of the aggregate principal amount of May 2024 Incremental Term B-1 B Loans outstanding immediately after on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and; (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of any Class shall be due and payable on the applicable Revolving Facility Maturity DateDate with respect to such Class. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof as the Company may direct; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Company may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with as the application thereof to reduce in direct order amounts due Company may specify (so long as the initial Term B Loans incurred on the succeeding Term Loan Installment Dates under Closing Date are allocated at least their pro rata share of such Classes as provided in the remaining scheduled amortization payments under such Classes; andprepayment); (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans as the Company may direct under the applicable Class or Classes as the Borrower Company may in each case direct; and (iii) any prepayment of Term Loans of a particular Class pursuant to Section 2.11(g) or 9.04(i) shall be applied to the remaining installments of such Class of Term Loans on a pro rata basis. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans in the applicable Class or Classes of Term Loans (including Refinancing Term Loans and the Other Term Loans, if any) to be repaid, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and in the applicable Class or Classes, irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans (other than with respect to Other Term Loans or Refinancing Term Loans, to the extent the Incremental Assumption Agreement relating thereto does not so require); provided that if any. Prior no Lenders exercise the right to any waive a given mandatory prepayment of the Term Loans pursuant to Section 2.11(e), then, with respect to such mandatory prepayment, prior to the repayment of any Loan under any Facility hereunderTerm Loan, the Borrower shall Company may select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 12:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent); provided, 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 each case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment Repayments of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied Eurocurrency Borrowings pursuant to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans this Section 2.10 shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section (and of Section 2.10 and of the 2011 Credit Agreement with respect to Section 9.08(eprepayments made prior to the Amendment Effective Date, including the effect of the application of prepayments to the installments of Term Loans thereunder), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred Borrowings on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date date set forth below or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”), in an the aggregate principal amount of equal to the amount set forth opposite such Term B-1 Loans equal to Loan Installment Date (A) it being understood that each such amount shall be decreased proportionately in the case of quarterly payments due event that any Term B-1 Loans are converted to Term B-6 Loans pursuant to Section 2.01(a)(ii) following the Amendment Effective Date and prior to the applicable Term B-1 Loan Installment Date): Date Amount of Term B-1 Borrowings to Be Repaid Term B Facility Maturity Date, an amount equal Date with respect to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Original Maturity Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding; $ 758,445,738.75 (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreement, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans B-2 Borrowings on the dates and in the amounts each date set forth in below or, if such date is not a Business Day, the related Incremental Assumption Agreement next preceding Business Day (each such date being referred to as an a “Incremental Term B-2 Loan Installment Date”); and (iii) , in the aggregate principal amount equal to the extent not previously paid, outstanding amount set forth opposite such Term Loans B-2 Loan Installment Date (it being understood that each such amount shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided decreased proportionately in the remaining scheduled amortization payments under such Classes; and (ii) event that any optional prepayments of the Term B-2 Loans are converted to Term B-6 Loans pursuant to Section 2.11(a2.01(a)(ii) following the Amendment Effective Date and prior to the applicable Term B-2 Loan Installment Date): Date Amount of Term B-2 Borrowings to Be Repaid Term B Facility Maturity Date with respect to Original Maturity Term B Loans $ 833,417,264.96 (iii) the Borrower shall repay Term B-3 Borrowings on each date set forth below or, if such date is not a Business Day, the next preceding Business Day (each such date being referred to as a “Term B-3 Loan Installment Date”), in the aggregate principal amount equal to the amount set forth opposite such Term B-3 Loan Installment Date (it being understood that each such amount shall be applied decreased proportionately in the event that any Term B-3 Loans are converted to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term B-6 Loans pursuant to Section 2.11(b2.01(a)(ii) or following the Amendment Effective Date and prior to the applicable Term B-3 Loan Installment Date): Date Amount of Term B-3 Borrowings to Be Repaid March 31, 2012 $ 1,303,066.53 June 30, 2012 $ 1,303,066.53 September 30, 2012 $ 1,303,066.53 December 31, 2012 $ 1,303,066.53 March 31, 2013 $ 1,303,066.53 June 30, 2013 $ 1,303,066.53 September 30, 2013 $ 1,303,066.53 December 31, 2013 $ 1,303,066.53 Date Amount of Term B-3 Borrowings to Be Repaid March 31, 2014 $ 1,303,066.53 June 30, 2014 $ 1,303,066.53 September 30, 2014 $ 1,303,066.53 December 31, 2014 $ 1,303,066.53 Term B Facility Maturity Date with respect to Original Maturity Term B Loans $ 505,589,811.34 (civ) the Borrower shall be applied so that the aggregate amount of such prepayment is allocated among the repay Term B-1 Loans and the Other Term LoansB-4 Borrowings on each date set forth below or, if anysuch date is not a Business Day, pro rata based on the next preceding Business Day (each such date being referred to as a “Term B-4 Loan Installment Date”), in the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable equal to the Administrative Agent); providedamount set forth opposite such Term B-4 Loan Installment Date: Date Amount of Term B-4 Borrowings to Be Repaid March 31, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities2012 $ 2,500,000 June 30, indentures or similar agreements or other transactions2012 $ 2,500,000 September 30, 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. Each repayment of a Borrowing (x) in the case of the Revolving 2012 $ 2,500,000 December 31, 2012 $ 2,500,000 March 31, 2013 $ 2,500,000 June 30, 2013 $ 2,500,000 September 30, 2013 $ 2,500,000 December 31, 2013 $ 2,500,000 March 31, 2014 $ 2,500,000 June 30, 2014 $ 2,500,000 September 30, 2014 $ 2,500,000 December 31, 2014 $ 2,500,000 March 31, 2015 $ 2,500,000 June 30, 2015 $ 2,500,000 September 30, 2015 $ 2,500,000 December 31, 2015 $ 2,500,000 March 31, 2016 $ 2,500,000 June 30, 2016 $ 2,500,000 September 30, 2016 $ 2,500,000 Term B-4 Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).Maturity Date $ 932,500,000

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred extended on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower ending after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as the Term B Loans incurred on the Closing Date are allocated at least their pro rata share of such prepayment). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing the Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day of each March, June, September and December of each year (commencing on September 30March 31, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated allocated, first, to the Class or Classes of Term Loans constituting Super-Priority Obligations on a pro rata basis until such Class or Classes are prepaid in full, with the application thereof to reduce (x) in direct order amounts due on the succeeding Term Loan Installment Dates with respect to such Class or Classes as provided in the remaining scheduled amortization payments with respect to such Class or (y) if there are no such scheduled amortization payments with respect to such Term Loans, to the amount due on the applicable Term Facility Maturity Date, and second, to the Class or Classes of Term Loans (other than any Class of Term Loans constituting Super-Priority Obligations) determined pursuant to Section 2.10(d), with the application thereof to reduce (x) in direct order amounts due on the succeeding Term Loan Installment Dates under with respect to such Classes as provided in the remaining scheduled amortization payments under with respect to such ClassesClasses or (y) if there are no such scheduled amortization payments with respect to such Class or Classes of Term Loans, to the amount due on the applicable Term Facility Maturity Date; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied first, to the Class or Classes of Term Loans constituting Super-Priority Obligations on a pro rata basis until such Class or Classes are prepaid in full, with the application thereof to be applied to the remaining installments with respect to such Class of the Term Loans as the Borrower may direct, and second, to the remaining installments under the applicable any other Class or Classes of Term Loans (other than any Class of Term Loans constituting Super-Priority Obligations) as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied applied, first, to the Super-Priority Term Loans on a pro rata basis until such Super-Priority Term Loans are prepaid in full, and second, to the Term Loans (other than Super-Priority Term Loans) so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans (other than Super-Priority Term Loans), if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and such Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses adjustment pursuant to paragraph (c) of this Section 2.10 and to paragraph (a) of Section 9.08(e), (i) 2.11, the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred owed by it on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date(x) March 31, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, JuneJune 30, September 30 and December 31 of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”)) and prior to the Term B Loan Maturity Date or the Term C Loan Maturity Date, as applicable, in an aggregate principal amount for each Class of such Term B-1 Loans equal to (A) in the case 1/4 of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.251% of the sum of then Maximum Term Amount with respect to such Class, (Iy) the aggregate principal amount of 2024 Refinancing Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective B Loan Maturity Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid remaining principal amount of such the Term B-1 B Loans outstanding; owed by it and (iiz) the Term C Loan Maturity Date in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreement, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) amount equal to the extent not previously paid, outstanding remaining principal amount of the Term C Loans shall be due and payable on the applicable Term Facility Maturity Dateowed by it. (b) To the extent not previously paid, outstanding Revolving Facility all Term B Loans shall be due and payable on the applicable Revolving Facility Term B Loan Maturity Date and all Term C Loans shall be due and payable on the Term C Loan Maturity Date. (c) Prepayment of the Loans Borrowings from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(b) or 2.11(c) shall be allocated applied to the ratably to each Class or Classes of Term Loans determined pursuant to Section 2.10(d)Borrowings, with the application thereof to reduce in direct chronological order to the unpaid amounts due on the next succeeding Term Loan Installment Dates under for Term Loans of such Classes as provided in the remaining scheduled amortization payments under such ClassesClass; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case directset forth therein. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment repayment of any Loan Borrowing under any Facility Class hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility Class to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic meanstelecopy) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 satisfiedrepayment. Each repayment of a Borrowing (x) in the case of the a Revolving Facility of any ClassFacility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing; provided that for prepayments made pursuant to Section 2.11(b) or 2.11(c), each Term Loan Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline its pro rata share of such Term Loan repayment, in which case the amount so declined shall be offered ratably to each non-rejecting Term Loan Lender of such Class, who shall have the right to reject such additional amount, and any amounts so rejected shall be retained by the Borrower. All repayments Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of Loans a Swingline Borrowing hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Repayments of Borrowings shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)repaid.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing outstanding Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 B-2 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30December 31, 20242021, in the case of Term B Loans) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.250.250.25062656641604% of (x) in the sum case of (I) Term B Loans, the aggregate principal amount of 2024 Refinancing such Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption Closing Date and Amendment Agreement Effective Date plus (IIy) in the case of Term B-2 Loans, the aggregate principal amount of Incremental such Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement No. 2 Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c2.11(c)(i) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (cc)(i) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans, the Term B-2 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans, Term B-2 Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b), Section 2.21(f) or Section 2.21(j), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Term Benchmark Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period reasonably acceptable to the Administrative Agent); provided, 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 delayed until such time as such condition is satisfied or revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d2.13(f).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each MarchJanuary, JuneApril, September July and December October of each year (commencing on September 30October 31, 20242022) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) (x) the Borrower shall repay 2023 Refinancing Term B Loans on the dates and in the amounts set forth in the First Amendment and, (y) the Borrower shall repay 2024 Refinancing Term B Loans on the dates and in the amounts set forth in the Second Amendment and (z) in the event that any other Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c2.11(c)(i) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment (other than a prepayment with Net Proceeds of Indebtedness pursuant to Section 2.11(b)) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the 20232024 Refinancing Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding 20232024 Refinancing Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period reasonably acceptable to the Administrative Agent); provided, 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 delayed until such time as such condition is satisfied or revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d2.13(f).

Repayment of Term Loans and Revolving Facility Loans. (a) i. Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) 2.10, the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrowers after the Fourth Restatement Effective Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) a. in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Fourth Restatement Effective Date, and (B) b. in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) ; in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) and to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) ii. To the extent not previously paid, outstanding Revolving Facility Loans of such Class shall be due and payable on the applicable Revolving Facility Maturity Date. (c) iii. Prepayment of the Loans from: (i) : all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (iiany such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrowers for application for any purpose not prohibited by this Agreement, and any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Borrowers may in each case direct. (d) iv. Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans, the Other Term Loans and the Other Refinancing Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans, Other Term Loans and Other Refinancing Term Loans, if anyany (other than with respect to Other Term Loans or Refinancing Term Loans, to the extent the Incremental Assumption Agreement relating thereto does not so require). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower Borrowers shall select the Borrowing or Borrowings under the applicable Facility to be prepaid (provided that if any Lenders elect to waive a mandatory prepayment pursuant to Section 2.11(b) and Section 2.11(c), then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term B Loans being prepaid irrespective of whether such outstanding Term B Loans are ABR Borrowings or Eurocurrency Borrowings) and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m.12:00 noon, Local Time, (i) 1. in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, and 2. in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses adjustment pursuant to paragraph (c) of this Section 2.10 and to paragraph (a) of Section 9.08(e), (i) 2.11, the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred owed by it on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date(x) March 31, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, JuneJune 30, September 30 and December 31 of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”)) and prior to the Term C Loan Maturity Date, as applicable, in an aggregate principal amount for each Class of such Term B-1 Loans equal to (A) in the case 1/4 of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.251% of the sum of then Maximum Term Amount with respect to such Class and (Iy) the aggregate principal amount of 2024 Refinancing Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective C Loan Maturity Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid remaining principal amount of such the Term B-1 C Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreement, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Dateowed by it. (b) To the extent not previously paid, outstanding Revolving Facility all Term C Loans shall be due and payable on the applicable Revolving Facility Term C Loan Maturity Date. (c) Prepayment of the Loans Borrowings from: (i) all Net Proceeds, Prepayment Excess Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(b) or 2.11(c) shall be allocated applied ratably to the each Class or Classes of Term Loans determined pursuant to Section 2.10(d)Borrowings, with the application thereof to reduce in direct chronological order to the unpaid amounts due on the next succeeding Term Loan Installment Dates under for Term Loans of such Classes as provided in the remaining scheduled amortization payments under such ClassesClass; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case directset forth therein. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment repayment of any Loan Borrowing under any Facility Class hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility Class to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic meanstelecopy) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 satisfiedrepayment. Each repayment of a Borrowing (x) in the case of the a Revolving Facility of any ClassFacility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing; provided that for prepayments made pursuant to (x) Section 2.11(b)(i) or 2.11(c), each Term Loan Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline its pro rata share of such Term Loan repayment, in which case the amount so declined shall be offered ratably to each non-rejecting Term Loan Lender of such Class, who shall have the right to reject such additional amount, and any amounts so rejected shall be retained by the Borrower and (y) Section 2.11(b)(ii), each Term Loan Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline its pro rata share of such Term Loan Repayment and any amounts so rejected shall be retained by the Borrower. All repayments Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of Loans a Swingline Borrowing hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Repayments of Borrowings shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)repaid.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30December 31, 20242021) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c2.11(c)(i) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (cc)(i) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b), Section 2.21(f) or Section 2.21(j), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR EurocurrencyTerm Benchmark Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period reasonably acceptable to the Administrative Agent); provided, 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 delayed until such time as such condition is satisfied or revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d2.13(f).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each MarchJanuary, JuneApril, September July and December October of each year (commencing on September 30October 31, 20242022) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c2.11(c)(i) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment (other than a prepayment with Net Proceeds of Indebtedness pursuant to Section 2.11(b)) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period reasonably acceptable to the Administrative Agent); provided, 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 delayed until such time as such condition is satisfied or revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d2.13(f).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-The Borrower shall repay 2024 Refinancing to the Administrative Agent, in Dollars, for the ratable account of the Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective DateB Lenders, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date in consecutive, quarterly installments on the last day Business Day of each March, June, September and December of each year December, commencing with the first full quarter after the Closing Date (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate a principal amount in respect of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate original principal amount of 2024 Refinancing the Term B-1 Loans outstanding immediately after B Loan (each such scheduled installment payment, including the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such final installment payment due on the applicable Term B Facility Maturity Date, an amount a “Term B Loan Repayment Amount”), with the final installment on the Term B Facility Maturity Date equal to the remaining Outstanding Amount of the Term B Loans. In the event that any Loans are prepaid by the Borrower pursuant to an Auction Prepayment under Section 2.12(g), then unpaid principal amount of the Term B Loan Repayment Amounts (other than the final installment payment on the Term B Facility Maturity Date) that were outstanding prior to and that remains outstanding after such Term B-1 Loans outstandingAuction Prepayment will not be reduced by such Auction Prepayment); (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and; (iii) to the extent not previously paid, outstanding Term B Loans shall be due and payable on the applicable Term B Facility Maturity Date; and (iv) the Refinancing Term Loans of any Series shall mature as provided in the applicable Refinancing Term Loan Amendment. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) All Net Proceeds and 60% of all Net Specified Purchase Price Adjustment Proceeds pursuant to Section 2.11(b2.12(b) and Excess Cash Flow pursuant to Section 2.11(c2.12(c) shall be allocated applied to the prepayment of Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof as the Borrower may direct; provided that subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant to Section 2.10(d)as the Borrower may specify; provided further, with the application thereof to reduce in direct order amounts due however, that no payment shall be made on the succeeding any Term Loan Installment Dates under without providing for at least a pro rata payment of the Term B Loans substantially concurrently with such Classes as provided in the remaining scheduled amortization payments under such Classes; andpayment. (ii) any Any optional prepayments of the Term Loans pursuant to Section 2.11(a2.12(a) shall be applied to the remaining installments of the Term Loans as the Borrower may direct under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b2.12(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and in the applicable Class or Classes of Term Loans (including Other Term Loans, if any) to be repaid, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other in the applicable Class or Classes, irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans, ; provided that if any. Prior no Lenders exercise the right to any waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, prior to the repayment of any Loan under any Facility hereunderTerm Loan, the Borrower shall may select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic meanstelecopy) of such selection not later than 2:00 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),Section: (i) the Borrower or the applicable Co-The Borrower shall repay 2024 Refinancing to the Administrative Agent, for the benefit of the Initial Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective DateB Lenders, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September beginning June 30, 20242013) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such ) through and including the Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term B Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate a principal amount of 2024 Refinancing Initial Term B-1 Loans outstanding immediately after equal to the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus product of (IIx) the aggregate principal amount of Incremental Initial Term B-1 B Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Initial Term B Loan Borrowing on the Closing Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (By) 0.25%, with the balance of the Initial Term B Loans due in the case of such payment due full on the applicable Term B Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding;. (ii) [Reserved] (iii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iiiiv) to the extent not previously paid, outstanding Term Loans shall be due and payable on the Term B Facility Maturity Date or the applicable Incremental Term Facility Maturity Date, as the case may be. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Class or Classes of Term Loans determined pursuant to Section 2.10(d)ratably among the Term Facilities, with the application thereof to reduce reducing in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; installments thereof in forward order of maturity, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Borrowers may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment the scheduled or voluntary repayment of any Loan under any Facility hereunderor reduction of the Credit-Linked Deposits, the Borrower shall select the Borrowing or Borrowings under the applicable Facility and/or Credit-Linked Deposits to be prepaid repaid or reduced and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic meanstelecopy) of such selection not later than 2:00 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR BorrowingEurocurrency Borrowing or Credit-Linked Deposit, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 satisfiedrepayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid BorrowingBorrowing and each reduction of the total Credit-Linked Deposits shall be applied ratably to the Credit-Linked Deposits of the Synthetic L/C Lenders. All repayments Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of Loans a Swingline Loan hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Repayments of Borrowings shall be accompanied by accrued interest on the amount repaid repaid. (e) The Administrative Agent shall return the Credit-Linked Deposit to the extent required Synthetic L/C Lenders, on the last day of March, June, September and December of each year or, if such date is not a Business Day, the next preceding Business Day (each such date being referred to as a “Synthetic L/C Installment Date”) through and including the Synthetic L/C Maturity Date, in an amount equal to the product of (x) the Credit-Linked Deposit held by the Administrative Agent on the Closing Date and (y) 0.25%, with the balance of the Credit-Linked Deposit returned in full to the Synthetic L/C Lenders on the Synthetic L/C Maturity Date. Any optional return of Credit-Linked Deposits effected pursuant to Section 2.13(d)2.08 shall be applied to reduce the subsequent scheduled returns of Credit-Linked Deposits to be effected pursuant to this Section as directed by the Borrower. Each return of Credit-Linked Deposits pursuant to this Section 2.10(e) shall be accompanied by accrued fees and other amounts payable by the Borrower pursuant to Section 2.12(c) and Section 2.21(b) on the amount of such Credit-Linked Deposits paid to but excluding the date of return.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 A Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day of each March, June, September and December of each year (commencing on with the fiscal quarter of the Borrower ending September 30, 20242020) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 A Loan Installment Date”), in an aggregate principal amount of such Term B-1 A Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity DateDate for each month set forth below, an amount equal to 0.25% the percentage of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 A Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Closing Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, set forth opposite such month and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 A Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided that, any Lender, at its option, may elect to decline the full amount of such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case directdirect (and absent such direction, in direct order of maturity). (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 A Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 A Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection in writing in the form of Exhibit L not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR EurocurrencySOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent); provided, provided 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 satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e9.09(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in on each of the case first eight Term B Loan Installment Dates after Closing Date, an amount equal to 0.625% of quarterly payments due prior to the aggregate principal amount of the Term B Loans outstanding immediately after the Closing Date, (B) thereafter until the applicable Term Facility Maturity Date, an amount equal to 0.251.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing the Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (BC) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as directed by the Borrower may in each case directBorrower. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any. Prior ; provided that, subject to the pro rata application to Loans outstanding within any prepayment Class of any Loan under any Facility hereunderTerm Loans, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of may allocate such prepayment (or, in its discretion among the case Class or Classes of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 Term Loans as the Borrower may specify (by notice to the Administrative Agent on or prior to the specified effective date) if so long as such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by allocation complies with Section 2.13(d).2.20

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),Section: (i) the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrowers after the Closing Date) and on the applicable Term Facility Maturity Date Date, or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of any Class shall be due and payable on the applicable Revolving Facility Maturity DateDate with respect to such Class. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated applied to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof in direct order of maturity; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the applicable Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant as the applicable Borrower may specify (so long as such mandatory prepayments are not directed to Section 2.10(dany Class of Term Loans with a later Term Facility Maturity Date without at least a pro rata repayment of each Class of Term Loans with an earlier Term Facility Maturity Date), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and; (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans as the applicable Borrower may direct under the applicable Class or Classes as the applicable Borrower may in each case direct; and (iii) any prepayment of Term Loans of a particular Class pursuant to Section 2.11(g) or 9.04(i) shall be applied to the remaining installments of such Class of Term Loans on a pro rata basis. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the applicable Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 12:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),Section: (i) the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date A Borrowings on the last day of each March, June, September and December of each year (commencing on September June 30, 20242019) and on the applicable Term Facility A Loan Maturity Date or, if any such date is not a Business Day, on the next preceding succeeding Business Day (each such date being referred to as a “Term B-1 A Loan Installment Date”), in an aggregate principal amount of such the Term B-1 A Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.251.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 A Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Restatement Effective Date, and (B) in the case of such payment due on the applicable Term Facility A Loan Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 A Loans outstanding; (ii) [reserved]; (iii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); (iv) in the event that any Refinancing Term Loans are made pursuant to Section 2.21(j), the applicable Borrower (or the relevant obligor) shall repay such Refinancing Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iiiv) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of each Class shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Company may direct; and (ii) all Net Proceeds pursuant to Section 2.11(b) shall be allocated among the Term Facilities, with the application thereof (A) to reduce in each case directdirect order amounts due on the next twelve succeeding Term Loan Installment Dates under the applicable Term Facilities as provided in paragraph (d) below, and (B) thereafter, to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments under the applicable Term Facilities; provided, that any Lender, at its option, may elect to decline any such prepayment (such declined amounts, the “Declined Proceeds”) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 11:00 A.M. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”). Any Declined Proceeds shall be offered to the Lenders not so declining such repayment on a pro rata basis; provided, that any such non-Declining Lender, at its option, may elect to decline any such prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent. To the extent such non-declining Lenders elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter on the date of any such prepayment shall instead be retained by the Borrowers for application for any purpose not prohibited by this Agreement. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 A Loans, the Other Incremental Term Loans and the Other Refinancing Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 A Loans, Other Incremental Term Loans and Other Refinancing Term Loans, if anyany (unless, with respect to Other Incremental Term Loans or Refinancing Term Loans or the Incremental Assumption Agreement relating thereto does not so require). Prior to any prepayment repayment of any Loan under any Facility hereunder, the Borrower Company shall select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (orrepayment, in each case such shorter period acceptable which notice shall be irrevocable except to the Administrative Agent); provided, that extent conditioned on a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements refinancing 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 satisfiedevent. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures Exposure of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All Repayments of Loans (other than repayments of Loans ABR Revolving Facility Borrowings that are not made in connection with the termination or permanent reduction of the applicable Revolving Facility Commitment) shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)repaid.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),Section: (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date A Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 20242013) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding succeeding Business Day (each such date being referred to as a “Term B-1 A Loan Installment Date”), in an aggregate principal amount of such the Term B-1 A Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date and on or prior to the second anniversary of the Closing Date, an amount equal to 0.251.25% of the sum of (Ix) the aggregate principal amount of 2024 Refinancing Term B-1 A Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Closing Date plus (IIy) following the Acquisition Closing Date (if the Acquisition Closing Date occurs), the aggregate principal amount of the Term A Loans originally funded pursuant to the Additional Term A Loan Commitments, (B) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date but after the second anniversary of the Closing Date, an amount equal to 2.50% of the sum of (x) the aggregate principal amount of Incremental Term B-1 A Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Closing Date plus (IIIy) following the Acquisition Closing Date (if the Acquisition Closing Date occurs), the aggregate principal amount of May 2024 Incremental the Term B-1 A Loans outstanding immediately after originally funded pursuant to the Sixteenth Incremental Assumption and Amendment Agreement Effective DateAdditional Term A Loan Commitments, and (BC) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 A Loans outstanding; (ii) in the event that any Incremental Term Loans (including any Term B Loans) are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); (iii) in the event that any Refinancing Term Loans are made pursuant to Section 2.21(j), the Borrower (or the relevant obligor) shall repay such Refinancing Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iiiiv) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of each Class shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may direct; and (ii) all Net Proceeds pursuant to Section 2.11(b) shall be allocated among the Term Facilities, with the application thereof (A) to reduce in each case directdirect order amounts due on the next twelve succeeding Term Loan Installment Dates under the applicable Term Facilities as provided in paragraph (d) below, and (B) thereafter, to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments under the applicable Term Facilities; provided, that any Lender, at its option, may elect to decline any such prepayment (such declined amounts, the “Declined Proceeds”) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 11:00 A.M. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”). Any Declined Proceeds shall be offered to the Lenders not so declining such repayment on a pro rata basis; provided, that any such non-Declining Lender, at its option, may elect to decline any such prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent. To the extent such non-declining Lenders elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter on the date of any such prepayment shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 A Loans, the Other Incremental Term Loans (including Term B Loans) and the Other Refinancing Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 A Loans, Other Incremental Term Loans and Other Refinancing Term Loans, if anyany (unless, with respect to Other Incremental Term Loans (including Term B Loans) or Refinancing Term Loans or the Incremental Assumption Agreement relating thereto does not so require). Prior to any prepayment repayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (orrepayment, in each case such shorter period acceptable which notice shall be irrevocable except to the Administrative Agent); provided, that extent conditioned on a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements refinancing 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 satisfiedevent. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures Exposure of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All Repayments of Loans (other than repayments of Loans ABR Revolving Facility Borrowings that are not made in connection with the termination or permanent reduction of the applicable Revolving Facility Commitment) shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)repaid.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing the Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement October 2018 Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement October 2018 Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as the Term B Loans incurred on the Closing Date are allocated at least their pro rata share of such prepayment). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing principal of outstanding Initial Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Parent after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next immediately preceding Business Day (each such date being referred to as a an “Initial Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Initial Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Initial Term B-1 B Loans outstanding immediately after incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Initial Term B-1 B Loans outstanding; (ii) in the event that any Incremental Other Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iii) to the extent not previously paid, all outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, all outstanding Revolving Facility Loans and Swingline Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) subject to Section 2.10(d), all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order reduce, on a pro rata basis, amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; , and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Lux Borrower may in each case direct. (d) . Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Initial Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Initial Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any respective Class of Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(b)(1) and 2.11(c), any Class of other Incremental Term Loans may receive less than its pro rata share thereof (so long as the amount by which its pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Initial Term B Loans and any other Classes of then outstanding Other Incremental Term Loans, in each case to the extent the respective Class receiving less than its pro rata share has consented thereto and (y) the Lux Borrower shall allocate any repayments pursuant to Section 2.11(b)(2) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(b)(2). Prior to any prepayment of any Loan under any Facility hereunder, the applicable Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing or a Canadian Prime Rate Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case prepayment. Each such shorter period acceptable to the Administrative Agent)notice shall be irrevocable; provided, 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 applicable Borrower (by notice to the Administrative Agent (and Swingline Lender, if applicable) on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by (1) accrued interest on the amount repaid to the extent required by Section 2.13(d) and (2) break funding payments pursuant to Section 2.16. (d) The Lux Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(b)(1) or 2.11(c) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Lux Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(b)(1) or 2.11(c) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s pro rata share of the Term Loans (excluding the pro rata share of Declining Term Lenders)). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Lux Borrower. Each Term Lender’s ratable portion of such Declined Prepayment Amount (unless declined by the respective Term Lender as described in the preceding sentence) shall be applied to the respective Term Loans of such Lenders. For the avoidance of doubt, the Borrowers may, at their option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.11(a) below.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e)Section, (i) the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrowers after the Third Restatement Effective Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Third Restatement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of such Class shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrowers for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Borrowers may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans, the Other Term Loans and the Other Refinancing Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans, Other Term Loans and Other Refinancing Term Loans, if anyany (other than with respect to Other Term Loans or Refinancing Term Loans, to the extent the Incremental Assumption Agreement relating thereto does not so require). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower Borrowers shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e)2.10, (i) the Borrower or the applicable Co-Borrower Borrowers shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date B Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrowers after the Fourth Restatement Effective Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such the Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Fourth Restatement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of such Class shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrowers for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Borrowers may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans, the Other Term Loans and the Other Refinancing Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans, Other Term Loans and Other Refinancing Term Loans, if anyany (other than with respect to Other Term Loans or Refinancing Term Loans, to the extent the Incremental Assumption Agreement relating thereto does not so require). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower Borrowers shall select the Borrowing or Borrowings under the applicable Facility to be prepaid (provided that if any Lenders elect to waive a mandatory prepayment pursuant to Section 2.11(b) and Section 2.11(c), then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term B Loans being prepaid irrespective of whether such outstanding Term B Loans are ABR Borrowings or Eurocurrency Borrowings) and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m.12:00 noon, Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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 Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower Jazz Lux shall repay 2024 Refinancing principal of outstanding Initial Dollar Term B-1 Loans incurred on under the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Initial Dollar Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date Facility on the last day Business Day of each March, June, September and December of each year (commencing on September 30, 2024the last Business Day of the first full fiscal quarter of Parent ending after the Closing Date) and on the applicable Initial Term Facility Maturity Date or, if any such date is not a Business Day, on the next immediately preceding Business Day (each such date being referred to as a an “Initial Term B-1 Loan Installment Date”), in an aggregate principal amount of such Initial Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Initial Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Initial Term B-1 Loans outstanding immediately after incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Initial Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Initial Term B-1 Loans outstanding; (ii) in the event that any Incremental Other Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iii) to the extent not previously paid, all outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, all outstanding Initial Euro Term Loans and Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity DateDate (it being understood, for the avoidance of doubt, that the Initial Euro Term Loans shall not be subject to amortization). (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Initial Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Initial Term B-1 Loans and Other Term Loans, if any, to reduce amounts due on the succeeding Term Loan Installment Dates for such Classes; provided that, subject to the pro rata application to Loans outstanding within any respective Class of Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(b)(1) and 2.11(c), any Class of Other Term Loans may receive less than its pro rata share thereof (so long as the amount by which its pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Initial Term Loans and any other Classes of then outstanding Other Term Loans), in each case to the extent the respective Class receiving less than its pro rata share has consented thereto and (y) the applicable Borrower shall allocate any repayments pursuant to Section 2.11(b)(2) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(b)(2). Any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the applicable Borrower may in each case direct. Prior to any prepayment of any Loan under any Facility hereunder, Parent or the applicable Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before Borrowing on the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR BorrowingEurocurrency Borrowing (A) denominated in Dollars, at least three U.S. Government Securities (3) Business Days and (B) denominated in Euros, at least four (4) Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent). Each such notice shall be irrevocable; provided, provided 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 Parent or the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by (1) accrued interest on the amount repaid to the extent required by Section 2.13(d) and (2) break funding payments pursuant to Section 2.16. (d) Parent or the applicable Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(b)(1) or 2.11(c) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount and currency of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and Parent no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(b)(1) or 2.11(c) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. The Declined Prepayment Amount shall be retained by the applicable Borrower; provided that, for the avoidance of doubt, the applicable Borrower may, at its option, apply any amounts so retained to prepay loans in accordance with Section 2.11(a) below.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),2.10: (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iiiii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of any Class shall be due and payable on the applicable Revolving Facility Maturity DateDate with respect to such Class. (c) Prepayment of the Term Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and ), Excess Cash Flow pursuant to Section 2.11(c) and prepayments of Term Loans required by Section 2.11(d) shall be allocated applied to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof in direct order of maturity; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans determined pursuant as the Borrower may specify (so long as such mandatory prepayments are not directed to Section 2.10(dany Class of Term Loans with a later Term Facility Maturity Date without at least a pro rata repayment of each Class of Term Loans with an earlier Term Facility Maturity Date), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and; (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans as the Borrower may direct under the applicable Class or Classes as the Borrower may in each case direct; and (iii) any prepayment of Term Loans of a particular Class pursuant to Section 2.11(h) or 9.04(i) shall be applied to the remaining installments of such Class of Term Loans on a pro rata basis. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 12:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing outstanding Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental incurredand Term B-1 B-2 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30December 31, 20242021, in the case of Term B Loans) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of (x) in the sum case of (I) Term B Loans, the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption Closing Date and Amendment Agreement Effective Date plus (IIy) in the case of Term B-2 Loans, the aggregate principal amount of Incremental such Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement No. 2 Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c2.11(c)(i) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (cc)(i) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans, the Term B-2 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans, Term B-2 Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b), Section 2.21(f) or Section 2.21(j), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Term Benchmark Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period reasonably acceptable to the Administrative Agent); provided, 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 delayed until such time as such condition is satisfied or revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (or waived by the Borrower in its sole discretion) and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d2.13(f).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e)2.11, (i) The Borrowers shall repay to the Borrower or Administrative Agent, for the ratable account of the applicable Co-Borrower Term Lenders (which Term Lenders shall repay 2024 Refinancing include, for the avoidance of doubt, Term Lenders holding Initial Term B-1 Loans, Initial Term B-2 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective DateInitial Euro Term Loans), Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date in consecutive, quarterly installments on the last day Business Day of each March, June, September Sep tember and December of each year (December, commencing on September 30, 2024) and on the applicable Term Facility Maturity Date or, if any 2015 (each such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a an “Initial Term B-1 Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the product of the sum of (I) the aggregate principal amount of 2024 Refinancing all Initial Term B-1 B Loans outstanding immediately after and Initial Euro Term Loans on the Fourteenth Incremental Assumption Closing Date and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental the Initial Term B-1 B-2 Loans outstanding immediately after and Initial 2015 Euro Term Loans on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) each such scheduled installment payment, including the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, and (B) in the case of such final installment payment due on the applicable Initial Term B Facility Maturity Date or the Initial Euro Term Facility Maturity Date, as applicable, an amount “Initial Term Loan Repayment Amount”), with the final installment on the Initial Term B Facility Maturity Date or the Initial Euro Term Facility Maturity Date, as applicable, equal to the remaining Outstanding Amount of the Initial Term Loans. In the event that any Loans are prepaid by the Borrowers pursuant to Section 2.25, then unpaid principal amount of the Initial Term Loan Repayment Amounts (other than the final installment payment on the Initial Term B Facility Maturity Date or the Initial Euro Term Facility Maturity Date, as applicable) that were outstanding prior to and that remain outstanding after such Term B-1 Loans outstandingprepayment pursuant to Section 2.25 will not be reduced by such prepayment); (ii) in the event that any Incremental Other Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower Borrowers shall repay such Incremental Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, all outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b2.12(b) and Excess Cash Flow pursuant to Section 2.11(c2.12(c) shall be allocated applied to the prepayment of Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments thereof as directed by the Dutch Borrower, or, if not so directed, in direct order of maturity; provided that subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrowers may allocate such prepayment in their sole discretion among the Class or Classes of Term Loans determined as the Dutch Borrower may specify; provided, further, however, that no payment shall be made on any Term Loan without providing for at least a pro rata payment of the Initial Term B-1 Loans and Inital 2014 Euro Term Loans substantially concurrently with such payment. Notwithstanding anything herein to the contrary, in the event there are no Term Loans outstanding, all Net Proceeds pursuant to Section 2.10(d2.12(b) (1) and Excess Cash Flow pursuant to Section 2.12(c) shall be applied first to prepay outstanding Revolving Facility Loans (without a corresponding permanent reduction of Revolving Facility Commitments), with second to Cash Collateralize outstanding Letters of Credit (without a corresponding permanent reduction of Revolving Facility Commitments) and third, subject to Section 6.09, as required by the application thereof to reduce in direct order Second Lien Credit Agreement or if such agreement or Permitted Refinancing Indebtedness is no longer outstanding, such amounts due on may be retained by the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; andBorrowers for any purpose not prohibited by this Agreement. (ii) any Any optional prepayments of the Term Loans pursuant to Section 2.11(a2.12(a) shall be applied to the remaining installments of the Term Loans as the Dutch Borrower may direct under the applicable Class or Classes as the Dutch Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b2.12(b) or (c) shall be applied so as set forth in clauses (c)(i) above, irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lenders exercise the aggregate amount right to waive a given mandatory prepayment of such prepayment is allocated among the Term B-1 Loans and pursuant to Section 2.12(d), then, with respect to such mandatory prepayment, prior to the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any. Prior to any prepayment repayment of any Loan under any Facility hereunderTerm Loan, the Dutch Borrower shall may select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (confirmed by hand delivery, facsimile or other electronic transmission (including by electronic means“.pdf” or “.tif”)) of such selection not later than 2:00 1:00 p.m., Local TimeNew York City time, (i) in the case of an ABR Borrowing, at least one (1) Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities (3) Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing the Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement 2021 Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of June 2021) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement 2021 Effective Date plus (II) after giving effect to the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after Transactions on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement 2021 Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses paragraphs of this Section 2.10 and to Section 9.08(e),Section: (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date A Borrowings on the last day of each March, June, September and December of each year (commencing on September 30, 20242013) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding succeeding Business Day (each such date being referred to as a “Term B-1 A Loan Installment Date”), in an aggregate principal amount of such the Term B-1 A Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date and on or prior to the second anniversary of the Closing Date, an amount equal to 0.251.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing Term B-1 A Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Closing Date, (B) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date plus (II) but after the second anniversary of the Closing Date, an amount equal to 2.50% of the aggregate principal amount of Incremental Term B-1 A Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (BC) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such the Term B-1 A Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementon an Increased Amount Date, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); (iii) in the event that any Refinancing Term Loans are made pursuant to Section 2.21(j), the Borrower (or the relevant obligor) shall repay such Refinancing Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iiiiv) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of each Class shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may direct; and (ii) all Net Proceeds pursuant to Section 2.11(b) shall be allocated among the Term Facilities, with the application thereof (A) to reduce in each case directdirect order amounts due on the next twelve succeeding Term Loan Installment Dates under the applicable Term Facilities as provided in paragraph (d) below, and (B) thereafter, to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments under the applicable Term Facilities; provided, that any Lender, at its option, may elect to decline any such prepayment (such declined amounts, the “Declined Proceeds”) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 11:00 A.M. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”). Any Declined Proceeds shall be offered to the Lenders not so declining such repayment on a pro rata basis; provided, that any such non-Declining Lender, at its option, may elect to decline any such prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent. To the extent such non-declining Lenders elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter on the date of any such prepayment shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 A Loans, the Other Incremental Term Loans and the Other Refinancing Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 A Loans, Other Incremental Term Loans and Other Refinancing Term Loans, if anyany (unless, with respect to Other Incremental Term Loans or Refinancing Term Loans or the Incremental Assumption Agreement relating thereto does not so require). Prior to any prepayment repayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid repaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) repayment and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (orrepayment, in each case such shorter period acceptable which notice shall be irrevocable except to the Administrative Agent); provided, that extent conditioned on a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements refinancing 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 satisfiedevent. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures Exposure of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All Repayments of Loans (other than repayments of Loans ABR Revolving Facility Borrowings that are not made in connection with the termination or permanent reduction of the applicable Revolving Facility Commitment) shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d)repaid.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e),): (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing principal of outstanding Term B-1 Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the applicable day of the first full fiscal quarter of the Borrower after the Amendment No. 1 Effective Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next immediately preceding Business Day (each such date being referred to as a an “Term B-1 Loan Installment Date”), in an aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term B-1 Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing the Initial Term B-1 Loans outstanding immediately after incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term B-1 Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding; (ii) in the event that any Incremental Other Term Loans (for the avoidance of doubt, other than Term B-1 Loans) are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Other Term Loans (for the avoidance of doubt, other than Term B-1 Loans) on the dates and in the amounts set forth in the related Incremental Assumption Agreement Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Incremental Other Term Loan Installment Date”); and (iii) to the extent not previously paid, all outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, all outstanding Revolving Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (cSection 2.11(c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 Loans and Other Term Loans, if any, to reduce amounts due on the succeeding Term Loan Installment Dates for such Classes; provided, that, subject to the pro rata application to Loans outstanding within any respective Class of Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(b)(1) and 2.11(c), any Class of Other Incremental Term Loans may receive less than its pro rata share thereof (so long as the amount by which its pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Term B-1 Loans and any other Classes of then outstanding Other Incremental Term Loans, in each case to the extent the respective Class receiving less than its pro rata share has consented thereto and (y) the Borrower shall allocate any repayments pursuant to Section 2.11(b)(2) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(b)(2). Any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct (and absent such direction, in direct order of maturity). Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before on the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities (3) Business Days before the scheduled date of such prepayment (or, in each case case, such shorter period acceptable to the Administrative Agent). Each such notice shall be irrevocable; provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by (1) accrued interest on the amount repaid to the extent required by Section 2.13(d) and (2) break funding payments pursuant to Section 2.16. (d) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(b)(1) or 2.11(c) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m., Local Time, one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(b)(1) or 2.11(c) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s pro rata share of the Term Loans (excluding the pro rata share of Declining Term Lenders)). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m., Local Time, one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrower. Each Term Lender’s ratable portion of such Declined Prepayment Amount (unless declined by the respective Term Lender as described in the preceding sentence) shall be applied to the remaining installments of the respective Term Loans of such Lenders under the applicable Class or Classes as the Borrower may in each case direct (and absent such direction, in direct order of maturity). For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.11(a) below.

Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e), (i) the Borrower or the applicable Co-Borrower shall repay 2024 Refinancing Term B-1 B Loans incurred on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, Incremental Term B-1 Loans incurred on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and May 2024 Incremental Term B-1 Loans incurred on the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date on the last day of each March, June, September and December of each year (commencing on September 30, 2024the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 B Loan Installment Date”), in an aggregate principal amount of such Term B-1 B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the sum of (I) the aggregate principal amount of 2024 Refinancing such Term B-1 B Loans outstanding immediately after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date plus (II) the aggregate principal amount of Incremental Term B-1 Loans outstanding immediately after the Fifteenth Incremental Assumption and Amendment Agreement Effective Date plus (III) the aggregate principal amount of May 2024 Incremental Term B-1 Loans outstanding immediately after the Sixteenth Incremental Assumption and Amendment Agreement Effective Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B-1 B Loans outstanding; (ii) in the event that any Incremental Term Loans are made after the Sixteenth Incremental Assumption and Amendment Agreementmade, the Borrower or the applicable Co-Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. (b) To the extent not previously paid, outstanding Revolving Facility Loans of such Class shall be due and payable on the applicable Revolving Facility Maturity Date. (c) Prepayment of the Loans from: (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline all of any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. (d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B-1 B Loans, the Other Term Loans and the Other Refinancing Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B-1 B Loans, Other Term Loans and Other Refinancing Term Loans, if anyany (other than with respect to Other Term Loans or Refinancing Term Loans, to the extent the Incremental Assumption Agreement relating thereto does not so require. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by written notice telephone (including confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a SOFR Eurocurrency Borrowing, at least three U.S. Government Securities Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, 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. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).