Common use of Right to Prepay Clause in Contracts

Right to Prepay. The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i); provided that the Borrower shall not initiate any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelled.

Right to Prepay. The Borrower shall have the right at its option from time to make a voluntary prepayment of Term time to prepay the Loans at a discount to par in whole or part without premium or penalty (such prepaymentexcept as provided in Section 5.9 [Increased Costs], the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(iSection 5.10 [Taxes] and Section 5.11 [Indemnity]); provided that . Whenever the Borrower desires to prepay any part of the Loans, it shall not initiate any action under this subsection 3.4(i) in order provide a prepayment notice to make a Discounted Term Loan Prepayment unless the Administrative Agent by 1:00 p.m. at least one (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed Day prior to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of prepayment of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender Revolving Credit Loans or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1i) the Borrower then may havedate, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the Revolving Credit Loans and later may come into possession ofSwing Loans; (iii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies, information regarding Loans to which the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently SOFR Rate Option applies and, without reliance on Holdingsolely with respect to Swing Loans, Loans to which the Borrower, any Daily Simple SOFR Option applies; (iv) the total principal amount of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwiseprepayment which, with respect to Loans to which the nondisclosure Base Rate Option applies, shall not be less than $500,000 for any Revolving Credit Loan unless such repayment is of the Excluded Information. Each Lender participating in any Discounted Term total amount outstanding with regard to such Revolving Credit Loan Prepayment further acknowledges that the Excluded Information may and which, with respect to Swing Loans, shall not be available less than $500,000 unless such repayment is of the total amount outstanding with regard to such Swing Loan; and (v) the total principal amount of such prepayment, which, with respect to Loans to which the Term SOFR Rate Option applies, shall not be less than $1,000,000 for any Revolving Credit Loan unless such repayment is of the total amount outstanding with regard to such Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(d) [Administrative Agent’s and Xxxxxx’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (a) first to Swing Loans and second to the Administrative Agent or Revolving Credit Loans; and (b) after giving effect to the other Lendersallocations in clause (a) above and in the preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the Daily Simple SOFR Option applies, then to Loans to which the Term SOFR Rate Option applies. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s Obligation to indemnify the Lenders under Section 5.11 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part, without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.7 [Increased Costs] and Section 5.9 [Indemnity]); provided that . Whenever the Borrower shall not initiate desires to prepay any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation part of the most recent Discounted Term Loan Prepayment as a result of Loans, it shall provide a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBOR Rate Option applies or no later than 11:00 a.m. on the other Lendersdate of prepayment of Swing Loans and Revolving Credit Loans to which the Base Rate Option applies, setting forth the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (d) the total principal amount of such prepayment, which shall not be less than the lesser of (x) the aggregate principal amount of all outstanding Loans or (y) $100,000 for any Swing Loan or $5,000,000 for any Revolving Credit Loan and increments of $5,000,000 in excess thereof. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Loans and then to Revolving Credit Loans; and (ii) after giving effect to the allocations in clause (i) above first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s obligation to indemnify the Lenders under Section 5.9 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make a voluntary prepayment of Term time to prepay the Loans at a discount to par in whole or part without premium or penalty (such prepaymentexcept as provided in Section 5.8, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(iSection 5.10 and Section 5.13 below); provided that . Whenever the Borrower shall not initiate desires to prepay any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation part of the most recent Discounted Term Loan Prepayment as a result of Loans, it shall provide a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent by 1:00 p.m. Eastern Time at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans that bear interest at the Term SOFR Rate Option or Daily SOFR Option, or no later than 1:00 p.m. Eastern Time on the other Lendersdate of prepayment of Swingline Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swingline Loans; (iii) a statement indicating the application of the prepayment between Loans to which the Term SOFR Rate Option, Daily SOFR Option and Base Rate Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than the lesser of (A) the Revolving Facility Usage or (B) $0 for any Swingline Loan or $1,000,000 for any Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(c), if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (1) first to Revolving Credit Loans; and (2) after giving effect to the allocations in clause (1) above and in the preceding sentence, first to Base Rate Loans, then to Daily SOFR Loans, and finally to Term SOFR Loans. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10.

Right to Prepay. The So long as the Borrower has repaid any unreimbursed LC Disbursements, the Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part, without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.7 [Increased Costs] and Section 5.9 [Indemnity]); provided that . Whenever the Borrower shall not initiate desires to prepay any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation part of the most recent Discounted Term Loan Prepayment as a result of Loans, it shall provide a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBOR Rate Option applies or no later than 11:00 a.m. on the other Lendersdate of prepayment of Swing Loans and Revolving Credit Loans to which the Base Rate Option applies, setting forth the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (d) the total principal amount of such prepayment, which shall not be less than the lesser of (x) the aggregate principal amount of all outstanding Loans or (y) $100,000 for any Swing Loan or $5,000,000 for any Revolving Credit Loan and increments of $5,000,000 in excess thereof. All prepayment notices shall be irrevocable, except that any notice of voluntary prepayment may state that such notice is conditional upon the consummation of a financing transaction, in which case such notice of prepayment may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Loans and then to Revolving Credit Loans; and (ii) after giving effect to the allocations in clause (i) above first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s obligation to indemnify the Lenders under Section 5.9 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Term Loans in whole or part without premium or penalty (except as provided in Section 3.5). Whenever the Borrower desires to prepay any part of the Term Loans, it shall provide a voluntary prepayment notice to the Administrative Agent by 11:00 a.m. at least (A) three (3) Business Days prior to the date of prepayment of Term Loans at LIBOR Rate Loans, or (B) one (1) Business Day prior to the date of prepayment of Base Rate Loans, setting forth the following information: (i) the date, which shall be a discount Business Day, on which the proposed prepayment is to par be made; (ii) a statement indicating the application of the prepayment among Borrowings; and (iii) the total principal amount of such prepayment, which shall not be less than $250,000 (provided, that the “Discounted amount of any prepayment to which this Section 2.9(a)(iii) applies shall be in integral multiples of $250,000). All prepayment notices shall be irrevocable (provided that any such notice of a prepayment in full may be conditioned upon the effectiveness of other credit facilities, the incurrence of other Indebtedness or a change of control and revoked by notice to the Administrative Agent on or before 10:00 a.m. on the date specified in such notice for prepayment if such condition is not satisfied). The principal amount of the Term Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Term Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All prepayments of the Term Loans will be applied pro rata to remaining installments of principal (including, without limitation, the final installment due at maturity.) Except as provided in Section 2.2, if the Borrower prepays a Term Loan Prepayment”) pursuant but fails to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i); provided specify the applicable Borrowing that the Borrower shall not initiate any action under this subsection 3.4(i) in order intends to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since prepay, and during the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment continuance of any Term Loan at the Specified DiscountEvent of Default, within the Discount Range or at any discount then such prepayment shall be applied first, to par value, as applicable, or in the case all outstanding portions of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known are Base Rate Loans, and second, to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge all outstanding portions of the Excluded Information Term Loans that are LIBOR Rate Loans. Any prepayment hereunder shall include all interest and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, fees due and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, payable with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not being prepaid and shall be available subject to the Administrative Agent or Borrower’s Obligation to indemnify the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelledLenders under Section 3.5.

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.7(a) [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender], in each case made in accordance with this subsection 3.4(iSection 5.8 [Increased Costs] and Section 5.10 [Indemnity]); provided that . Whenever the Borrower shall not initiate desires to prepay any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation part of the most recent Discounted Term Loan Prepayment as a result of Loans, it shall provide a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or no later than 1:00 p.m. on the other Lendersdate of prepayment of Swing Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the 5-Year Revolving Credit Loans, 364-Day Revolving Credit Loans and Swing Loans; (iii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies, Loans to which the Term SOFR Rate Option applies and, solely with respect to Swing Loans, Loans to which the Daily Simple SOFR Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than the lesser of (i) the Revolving Facility Usage under such Facility subject to such prepayment or (ii) $100,000 for any Swing Loan or $5,000,000 for any Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(c) [Administrative Agent’s and Xxxxxx’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Loans to which the Base Rate Option applies, then to Loans to which the Term SOFR Rate Option applies. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity].

Right to Prepay. The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i); provided that (x) at the time of such Discounted Term Loan Prepayment, after giving effect thereto, Total Liquidity is equal to or greater than $400,000,000 and (y) the Borrower shall not initiate any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion)Date; or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelled.

Right to Prepay. The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i3.4(j); provided that (x) at the time of such Discounted Term Loan Prepayment, after giving effect thereto, Total Liquidity is equal to or greater than $250.0 million and (y) the Borrower shall not initiate any action under this subsection 3.4(i3.4(j) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has Lender, independently and, and without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i3.4(j) shall be immediately and automatically cancelled.

Right to Prepay. The Borrower Borrowers shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(iSection 4.4(f); provided that at the Borrower shall not initiate any action under this subsection 3.4(i) in order to make a time of such Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (Prepayment, after giving effect thereto, Total Liquidity is equal to or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion)greater than $500.0 million. Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower Borrowers then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on HoldingHoldings, the Parent Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of HoldingHoldings, the Parent Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against HoldingHoldings, the Parent Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(iSection 4.4(f) shall be immediately and automatically cancelled.

Right to Prepay. The So long as the Borrower has repaid any unreimbursed LC Disbursements, the Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part, without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary Lender] below, in Section 5.8 [Increased Costs], Section 5.10 [Indemnity] or Section 5.6.4 [Prepayment Premium]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the applicable Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of Term the Loans at to which the LIBOR Rate Option applies or no later than 11:00 a.m. on the date of prepayment of Loans to which the Base Rate Option applies, setting forth the following information: (a) the date, which shall be a discount Business Day, on which the proposed prepayment is to par be made; (b) a statement indicating the application of the prepayment among the Classes of Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (d) the total principal amount of such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i); provided that the Borrower shall not initiate any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation partial prepayment of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment Loans of any Term Loan at the Specified DiscountClass shall be in an amount not less than (i) with respect to Swing Loans, within the Discount Range or at any discount to par value, as applicable, or $100,000 and (ii) in the case of Loans of any other Class, $5,000,000. All prepayment notices shall be irrevocable, except that any notice of voluntary prepayment may state that such notice is conditional upon the consummation of a financing transaction, in which case such notice of prepayment may be revoked or delayed by the Borrower Solicitation (by notice to the applicable Administrative Agent on or prior to the specified date of Discounted Prepayment Offersprepayment) if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to the remaining Principal Amortization Payments of each Class as directed in writing by the Borrower to the applicable Administrative Agent (or if no such direction, ratably to the remaining Principal Amortization Payments of such Class). Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan under this Section 5.6.1 but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the date of prepayment shall be applied (i) first to Swing Loans, second to Revolving Credit Loans and third to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding two sentences, first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s election not obligation to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by indemnify the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, Lenders under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelledSection 5.10 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.8 [Increased Costs] and Section 5.10 [Indemnity]); provided that . Whenever the Borrower desires to prepay any part of the Loans, it shall not initiate any action under this subsection 3.4(i) in order provide a prepayment notice to make a Discounted Term Loan Prepayment unless the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) at least 10 Business Days shall have passed since Day prior to the consummation date of prepayment of the most recent Discounted Revolving Credit Loans or Term Loan Prepayment as a result of a prepayment made by Loans that bear interest at the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) Base Rate Option and at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment OffersLoans bearing interest at the LIBOR Rate Option, or no later than 1:00 p.m. Eastern Time on the date of prepayment of Swingline Loans, setting forth the Borrower’s election following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swingline Loans; (iii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (iv) the total principal amount of such prepayment, which shall not to accept be less than the lesser of (A) the Revolving Facility Usage or (B) $100,000 for any Solicited Discounted Prepayment Offers made by a Lender (Swingline Loan or $100,000 for any Revolving Credit Loan or Term Loan. All prepayment notices shall be irrevocable; provided that any such shorter period as notice may state that such notice is conditioned upon the effectiveness of other credit facilities, debt or equity issuances or other transactions specified therein, in which case such notice may be agreed to revoked by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, Borrower (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent on or prior to the other Lendersspecified effective date) if such condition is not satisfied. Any The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loans prepaid Loan prepayments permitted pursuant to this subsection 3.4(i) Section 5.2 shall be immediately applied to the unpaid installments of principal of the Term Loans in order of scheduled maturities (unless otherwise specified by the Borrower). Except as provided in Section 4.4(c) [Administrative Agent’s and automatically cancelledLender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (1) first to Revolving Credit Loans and then to Term Loans; and (2) after giving effect to the allocations in clause (1) above and in the preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.9 [Increased Costs] and Section 5.11 [Indemnity]); provided that . Whenever the Borrower desires to prepay any part of the Loans, it shall not initiate any action under this subsection 3.4(i) in order provide a prepayment notice to make a Discounted Term Loan Prepayment unless the Administrative Agent by 1:00 p.m. at least one (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed Day prior to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of prepayment of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender Revolving Credit Loans or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1i) the Borrower then may havedate, and later may come into possession ofwhich shall be a Business Day, information regarding on which the Term Loans or proposed prepayment is to be made; (ii) a statement indicating the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge application of the Excluded Information prepayment between the Revolving Credit Loans and Swing Loans; (3iii) none the total principal amount of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwiseprepayment which, with respect to Loans to which the nondisclosure Base Rate Option applies, shall not be less than $500,000 for any Revolving Credit Loan unless such repayment is of the Excluded Information. Each Lender participating in any Discounted Term total amount outstanding with regard to such Revolving Credit Loan Prepayment further acknowledges that the Excluded Information may and which, with respect to Swing Loans, shall not be available less than $500,000 unless such repayment is of the total amount outstanding with regard to such Swing Loan; and (iv) the total principal amount of such prepayment, which, with respect to Loans to which the LIBOR Rate Option applies, shall not be less than $1,000,000 for any Revolving Credit Loan unless such repayment is of the total amount outstanding with regard to such Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(c) [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (a) first to Swing Loans and second to the Administrative Agent or Revolving Credit Loans; and (b) after giving effect to the other Lendersallocations in clause (i) above and in the preceding sentence, first to Loans to which the Swing Loan Interest Rate applies, second to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s Obligation to indemnify the Lenders under Section 5.11 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make a voluntary prepayment of Term Loans at a discount time to par (such prepayment, prepay the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLoans, in each case made whole or part, without premium or penalty (except as provided in accordance with this subsection 3.4(iSection 5.13 below, in Section 5.8 and Section 5.10); provided that . Whenever the Borrower desires to prepay any part of the Loans, it shall not initiate any action under this subsection 3.4(i) in order provide a prepayment notice to make a Discounted Term Loan Prepayment unless the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) at least 10 Business Days shall have passed since Day prior to the consummation date of prepayment of the most recent Discounted Revolving Credit Loans or Term Loan Prepayment as a result of a prepayment made by Loans that bear interest at the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) Base Rate Option and at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment OffersLoans bearing interest at the LIBOR Rate Option, or no later than 1:00 p.m. Eastern Time on the date of prepayment of Swingline Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swingline Loans; (iii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than the lesser of (A) the Revolving Facility Usage or (B) $100,000 (or if less the full outstanding amount) for any Swingline Loan or $500,000 for any Revolving Credit Loan or Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.2 shall be applied to the unpaid installments of principal of the Term Loans on a pro rata basis. Except as provided in Section 4.4(c), if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (1) first to Revolving Credit Loans and then to Term Loans; and (2) after giving effect to the allocations in clause (1) above and in the preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s election not Obligation to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by indemnify the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, Lenders under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelledSection 5.10.

Right to Prepay. The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i3.4(j); provided that (x) at the time of such Discounted Term Loan Prepayment, after giving effect thereto, Total Liquidity is equal to or greater than $10.0 million and (y) the Borrower shall not initiate any action under this subsection 3.4(i3.4(j) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i3.4(j) shall be immediately and automatically cancelled.

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.13 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 4.8 [Increased Costs] and Section 4.10 [Indemnity]); provided that . Whenever the Borrower shall not initiate desires to prepay any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation part of the most recent Discounted Term Loan Prepayment as a result of Loans, it shall provide a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans that bear interest at the Base Rate Option and at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans that bear interest at the Term SOFR Rate Option, or no later than 1:00 p.m. Eastern Time on the other Lendersdate of prepayment of Swingline Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swingline Loans; (iii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the Term SOFR Rate Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than the lesser of (A) the Revolving Facility Usage or (B) $100,000 for any Swingline Loan or $500,000 (or increments of $500,000 in excess thereof) for any Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4(c) [Administrative Agent’s and Xxxxxx’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (1) Revolving Credit Loans; and (2) after giving effect to the allocations in clause (1) above and in the preceding sentence, first to Base Rate Loans, then to Term SOFR Rate Loans. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s Obligation to indemnify the Lenders under Section 4.10 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.8 [Increased Costs] and Section 5.10 [Indemnity]); provided that . Whenever the Borrower shall not initiate desires to prepay any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation part of the most recent Discounted Term Loan Prepayment as a result of Loans, it shall provide a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed notice to by the Administrative Agent in its reasonable discretion); or (2A) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment OffersRevolving Credit Loans that bear interest at the Base Rate Option, not later than 1:00 p.m. on the date of prepayment, (B) in the Borrower’s election case of Revolving Credit Loans that bear interest at the LIBOR Rate Option, not later than 1:00 p.m. at least three (3) Business Days prior to accept the date of prepayment or (C) in the case of Swing Loans, not later than 1:00 p.m. on the date of prepayment, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; (iii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than the lesser of (i) the Revolving Facility Usage or (ii) $1,000,000.00 for any Solicited Discounted Prepayment Offers made by Swing Loan or $1,000,000.00 for any Revolving Credit Loan. All prepayment notices shall be irrevocable; provided that (A) if a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that notice of voluntary prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.4 [Termination or Reduction of Revolving Credit Commitments], then such Discounted Term Loan Prepaymentnotice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.4 [Termination or Reduction of Revolving Credit Commitments] and (B) a notice of prepayment pursuant to paragraph (a) of this Section 5.2 may state that such notice is conditioned upon the occurrence of one or more events specified therein, (1) in which case such notice may be revoked by the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision (by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent on or prior to the other Lendersspecified date of prepayment) if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(c) [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.8 [Increased Costs] and Section 5.10 [Indemnity]); provided that . Whenever the Borrower desires to prepay any part of the Loans, it shall not initiate any action under this subsection 3.4(i) in order provide a prepayment notice to make a Discounted Term Loan Prepayment unless the Administrative Agent by 1:00 p.m. at least one (1) at least 10 Business Days shall have passed since Day prior to the consummation date of prepayment of the most recent Discounted Revolving Credit Loans or Term Loan Prepayment as a result of a prepayment made by the Borrower Loans or no later than 1:00 p.m., Pittsburgh time, on the applicable Discounted Prepayment Effective Date date of prepayment of Swing Loans, setting forth the following information: (or such shorter period as may i) the date, which shall be agreed a Business Day, on which the proposed prepayment is to by be made; (a) a statement indicating the Administrative Agent in its reasonable discretion); or application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loans; (2b) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing with respect to accept any prepayment of any Loans subject to the LIBOR Rate Option, a statement indicating the application of the prepayment between the LIBOR Rate Option tranches; and (c) the total principal amount of such prepayment, which shall not be less than: (i) $100,000 for any Swing Loan, or (ii) $100,000 for any Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan at prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case unpaid installments of Borrower Solicitation principal of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or in the inverse order of scheduled maturities. Except as provided in Section 4.5.3 [Administrative Agent's and Lender's Rights], if the Borrower prepays a Loan Parties hereunder that but fails to specify the applicable Borrowing Tranche which the Borrower is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holdingprepaying, the Borrowerprepayment shall be applied first to Loans to which the Base Rate Option applies, any of its Subsidiaries, then to Loans to which the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination LIBOR Rate Option applies. Any prepayment hereunder shall be subject to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, 's Obligation to indemnify the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, Lenders under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelledSection 5.10 [Indemnity].

Right to Prepay. The Parent Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(iSection 4.4(i); provided that (x) at the time of such Discounted Term Loan Prepayment, after giving effect thereto, Total Liquidity is equal to or greater than $500,000,000, (y) the Parent Borrower shall not initiate any action under this subsection 3.4(iSection 4.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Parent Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion)Date; or (2) at least three 3 Business Days shall have passed since the date the Parent Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Parent Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(iSection 4.4(i) shall be immediately and automatically cancelled.

Right to Prepay. The So long as the Borrower has repaid any unreimbursed LC Disbursements, the Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part, without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.7 [Increased Costs] and Section 5.9 [Indemnity]); provided that . Whenever the Borrower shall not initiate desires to prepay any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation part of the most recent Discounted Term Loan Prepayment as a result of Loans, it shall provide a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBOR Rate Option applies or no later than 11:00 a.m. on the other Lendersdate of prepayment of Swing Loans and Revolving Credit Loans to which the Base Rate Option applies, setting forth the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (d) the total principal amount of such prepayment, which shall not be less than the lesser of (x) the aggregate principal amount of all outstanding Loans or (y) $100,000 for any Swing Loan or $1,000,000 for any Revolving Credit Loan and increments of $1,000,000 in excess thereof. All prepayment notices shall be irrevocable, except that any notice of voluntary prepayment may state that such notice is conditional upon the consummation of a financing transaction, in which case such notice of prepayment may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Loans and then to Revolving Credit Loans; and (ii) after giving effect to the allocations in clause (i) above first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s obligation to indemnify the Lenders under Section 5.9 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loan in whole or part without premium or penalty (except as provided in Section 5.13 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.8 [Increased Costs] and Section 5.10 [Indemnity]); provided that . Whenever the Borrower desires to prepay any part of the Loan, it shall not initiate any action under this subsection 3.4(i) in order provide a prepayment notice to make a Discounted Term Loan Prepayment unless the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) at least 10 Business Days shall have passed since Day prior to the consummation date of prepayment of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by that bear interest at the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) Base Rate Option and at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Loan bearing interest at the Term SOFR Rate Option: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the portion of the Loan to which the Base Rate Option applies and the portion of the Loan to which the Term SOFR Rate Option applies; and (iii) the total principal amount of such prepayment, which shall not be less than $500,000 for the Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Loan for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(c) [Administrative Agent’s and Xxxxxx’s Rights], if the Borrower Solicitation of Discounted Prepayment Offersprepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the date prepayment shall be applied first to the portion of the Loan to which the Base Rate Option applies, then to the portion of the Loan to which the Term SOFR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s election not Obligation to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by indemnify the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, Lenders under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelledSection 5.10 [Indemnity].

Right to Prepay. The Borrower Borrowers shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(iSection 4.4(f); provided that at the Borrower shall not initiate any action under this subsection 3.4(i) in order to make a time of such Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (Prepayment, after giving effect thereto, Liquidity is equal to or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion)greater than $500,000,000. Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower Borrowers then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on HoldingHoldings, the Parent Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of HoldingHoldings, the Parent Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against HoldingHoldings, the Parent Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(iSection 4.4(f) shall be immediately and automatically cancelled.

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.6(b) [Replacement of a voluntary Lender] below, in Section 4.8 [Increased Costs] and Section 4.10 [Indemnity]) in the currency in which such Loan was made. Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of Term the Revolving Credit Loans at or no later than 12:00 p.m., Philadelphia time, on the date of prepayment of Swing Loans, setting forth the following information: (i) the date, which shall be a discount Business Day, on which the proposed prepayment is to par be made; (ii) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; and (iii) the total principal amount and currency of such prepayment, the “Discounted Term Dollar Equivalent of which shall not be less than the lesser of the then outstanding amount or $100,000.00 for any Swing Loan Prepayment”) pursuant or $250,000.00 for any Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to a Borrower Offer of Specified Discount PrepaymentLoans to which the Base Rate Option applies, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, shall be due and payable on the date specified in each case such prepayment notice as the date on which the proposed prepayment is to be made in accordance with this subsection 3.4(i); the currency in which such Loan was made. Except as provided that in Section 3.4(c) [Administrative Agent’s and Lender’s Rights], if the Borrower shall not initiate any action under this subsection 3.4(i) in order prepays a Loan but fails to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since specify the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by applicable Borrowing Tranche which the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offersis prepaying, the date of prepayment shall be applied first to Loans to which the Base Rate Option applies, then to Dollar Loans to which the LIBOR Rate Option applies and then to Optional Currency Loans. Any prepayment hereunder shall be subject to the Borrower’s election not Obligation to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by indemnify the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, Lenders under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelledSection 4.10 [Indemnity].

Right to Prepay. The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i3.4(j); provided that (x) at the time of such Discounted Term Loan Prepayment, after giving effect thereto, Total Liquidity is equal to or greater than $400.0 million and (y) the Borrower shall not initiate any action under this subsection 3.4(i3.4(j) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion)Date; or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i3.4(j) shall be immediately and automatically cancelled.

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 below, in Section 5.8 and Section 5.10). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a voluntary prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in Dollars that bear interest at the Term SOFR Rate Option; (iii) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in Alternative Currencies that bear interest at a discount to par the Daily Simple RFR Option; or (such prepayment, iv) no later than 1:00 p.m. Eastern Time on the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer date of Specified Discount Prepayment, a Borrower Solicitation prepayment of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersSwingline Loans, in each case made of the foregoing option in accordance this Section 5.2(a), setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swingline Loans; (iii) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, the Term SOFR Rate Option applies, and the Daily Simple RFR Option applies; and (iv) the Currency of such Loan and total principal amount of such prepayment. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with this subsection 3.4(iinterest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(c); provided that , if the Borrower shall not initiate any action under this subsection 3.4(i) in order prepays a Loan but fails to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since specify the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by applicable Borrowing Tranche which the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offersis prepaying, the date of prepayment shall be applied first to Base Rate Loans, then to Term Rate Loans denominated in Dollars, then to RFR Loans. Any prepayment hereunder shall be subject to the Borrower’s election not Obligation to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by indemnify the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, Lenders under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelledSection 5.10.

Right to Prepay. (i) The Borrower shall have the right at any time or from time to make time to prepay, on a voluntary pro rata basis for all of the appropriate Lenders, all or any part of the principal amount of the Loans then outstanding without premium or penalty (except as set forth in Sections 2.8(a)(iv) and 3.3 below), as designated by the Borrower. The proceeds of any such prepayment shall be distributed on a pro rata basis to the holders of the applicable Loans being prepaid. Such payment shall include interest accrued on the amount so prepaid to the date of such prepayment and any amount payable under Article III hereof with respect to the amount being prepaid. Each prepayment of the Term Loans at Loan and any Additional Term Loan Facility (if any) shall be applied to the remaining payments of principal of such facility on a discount pro rata basis. (ii) [Reserved] (iii) [Reserved] (iv) If (A) prior to par (such prepaymentthe third anniversary of the Closing Date, the “Discounted Borrower makes a prepayment of the Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount PrepaymentSection 2.8(a)(i) or Section 2.12(c)(ii), a Borrower Solicitation of Discount Range Prepayment Offers, (iii) or a Borrower Solicitation of Discounted Prepayment Offers, in each case (iv) (including any prepayment made in accordance with this subsection 3.4(i); provided that the Borrower shall not initiate any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of the requirements of subclause (v) in the first proviso to Section 2.14(a)) or (B) prior to the third anniversary of the Closing Date the Borrower, in connection with a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by Repricing Event, requests the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by replace a Lender (pursuant to Section 11.3(c) hereof, except, in each case, any such prepayment or such shorter period as may be agreed to by replacement accomplished together with the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges substantially concurrent Refinancing of all outstanding Loans and agrees that Commitments hereunder in connection with a Change of Control, then if such Discounted Term Loan Prepaymentprepayment or replacement occurs (i) at any time prior to the date that is eighteen months after the Closing Date, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available pay to the Administrative Agent for the ratable account of the applicable Lenders a prepayment premium in an amount equal to the then present value of the required interest payments not yet made (assuming for this purpose an interest rate equal to the Eurodollar Rate for a Eurodollar Loan with a one month Interest Period made on the date of such prepayment or assignment plus the other Lenders. Any Applicable Margin with respect thereto) on the principal amount of the Term Loans Loan so prepaid or assigned that but for such prepayment or assignment would have been payable through the Term Loan Maturity Date pursuant to this subsection 3.4(iSection 2.4(c)(ii), calculated using a discount rate equal to the Treasury Rate as of the date of such prepayment or assignment plus 50 basis points and (ii) at any time on or after the date that is eighteen months after the Closing Date and prior to the third anniversary of the Closing Date, the Borrower shall be immediately and automatically cancelledpay to the Administrative Agent for the ratable account of the applicable Lenders a prepayment premium in an amount equal to 1.00% of the principal amount of the Term Loan so prepaid or assigned, as applicable.

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Revolving Credit Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.8 [Increased Costs] and Section 5.10 [Indemnity]); provided that . Whenever the Borrower desires to prepay any part of the Revolving Credit Loans, it shall not initiate any action under this subsection 3.4(i) in order provide a prepayment notice to make a Discounted Term Loan Prepayment unless the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) at least 10 Business Days shall have passed since Day prior to the consummation date of prepayment of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by Revolving Credit Loans that bear interest at the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) Base Rate Option and at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Revolving Credit Loans bearing interest at the Term SOFR Rate Option, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment between the Revolving Credit Loans to which the Base Rate Option applies and Revolving Credit Loans to which the Term SOFR Rate Option applies; and (iii) the total principal amount of such prepayment, which shall not be less than the lesser of (A) the Revolving Facility Usage or (B) $10,000,000 for any Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Revolving Credit Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(c) [Administrative Agent’s and Lender’s Rights], if the Borrower Solicitation of Discounted Prepayment Offersprepays a Revolving Credit Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the date of prepayment shall be applied (1) first to Revolving Credit Loans; and (2) after giving effect to the allocations in clause (1) above and in the preceding sentence, first to Revolving Credit Loans to which the Base Rate Option applies, then to Revolving Credit Loans to which the Term SOFR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s election not Obligation to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by indemnify the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded InformationLenders under Section 5.10 [Indemnity].”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelled.

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.8 [Increased Costs] and Section 5.10 [Indemnity]); provided that . Whenever the Borrower desires to prepay any part of the Loans, it shall not initiate any action under this subsection 3.4(i) in order provide a prepayment notice to make a Discounted Term Loan Prepayment unless the Administrative Agent by 1:00 p.m. at least one (1) at least 10 Business Days shall have passed since Day prior to the consummation date of prepayment of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower Revolving Credit Loans or no later than 1:00 p.m., Pittsburgh time, on the applicable Discounted Prepayment Effective Date date of prepayment of Swing Loans, setting forth the following information: (or such shorter period as may i) the date, which shall be agreed a Business Day, on which the proposed prepayment is to by be made; (a) a statement indicating the Administrative Agent in its reasonable discretion); or application of the prepayment between the Revolving Credit Loans and Swing Loans; (2b) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing with respect to accept any prepayment of any Term Loan at Loans subject to the Specified DiscountLIBOR Rate Option, within a statement indicating the Discount Range or at application of the prepayment between the LIBOR Rate Option tranches; and (c) the total principal amount of such prepayment, which shall not be less than: (i) $100,000 for any discount to par value, as applicableSwing Loan, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date (ii) $100,000 for any Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by Loans for which a Lender (or prepayment notice is given, together with interest on such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, principal amount except with respect to Loans to which the nondisclosure of Base Rate Option applies, shall be due and payable on the Excluded Informationdate specified in such prepayment notice as the date on which the proposed prepayment is to be made. Each Lender participating Except as provided in any Discounted Term Section 4.4.3 [Administrative Agent's and Lender's Rights], if the Borrower prepays a Loan Prepayment further acknowledges that but fails to specify the Excluded Information may not applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be available applied first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Administrative Agent or Borrower's Obligation to indemnify the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelledLenders under Section 5.10 [Indemnity].

Right to Prepay. The Borrower Borrowers shall have the right to make a voluntary prepayment of Incremental Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i)Exhibit O; provided that at the Borrower shall not initiate any action under this subsection 3.4(i) in order to make a time of such Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation Prepayment, after giving effect thereto, Specified Availability is no less than 10% of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion)Total Commitment. Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower Borrowers then may have, and later may come into possession of, information regarding the Incremental Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on HoldingHoldings, the Parent Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of HoldingHoldings, the Parent Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against HoldingHoldings, the Parent Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Incremental Term Loans prepaid pursuant to this subsection 3.4(i) Exhibit O shall be immediately and automatically cancelled.

Right to Prepay. The So long as the Borrower has repaid any unreimbursed LC Disbursements, the Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part, without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.7 [Increased Costs] and Section 5.9 [Indemnity]); provided that any prepayment of Pari Passu Term A Loans shall be subject to the satisfaction of the Debt Prepayment Conditions with respect thereto. Whenever the Borrower desires to prepay any part of the Loans, it shall not initiate any action under this subsection 3.4(i) in order provide a prepayment notice to make a Discounted Term Loan Prepayment unless the Administrative Agent by 1:00 p.m. at least one (1) at least 10 Business Days Day prior to the date of prepayment of the Loans to which the Term SOFR Rate Option applies or no later than 11:00 a.m. on the date of prepayment of Swing Loans and Revolving Credit Loans to which the Base Rate Option applies, setting forth the following information: (a) the date, which shall have passed since be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment among the Revolving Credit Loans, the Pari Passu Term A Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the Term SOFR Rate Option applies; and (d) the total principal amount of such prepayment, which shall not be less than the lesser of (x) the aggregate principal amount of all outstanding Loans or (y) $100,000 for any Swing Loan or $5,000,000 for any other Loan and increments of $5,000,000 in excess thereof (or such other amounts as (A) may be acceptable to the Administrative Agent or (B) with respect to the Pari Passu Term A Loans, as set forth in the Term A Loan Amendment applicable thereto). All prepayment notices shall be irrevocable, except that any notice of voluntary prepayment may state that such notice is conditional upon the consummation of the most recent Discounted Term Loan Prepayment as a result financing transaction, in which case such notice of a prepayment made may be revoked or delayed by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed by notice to by the Administrative Agent in its reasonable discretion); on or (2prior to the specified date of prepayment) at least three Business Days if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall have passed since be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent’s and Xxxxxx’s Rights], if the Borrower was notified that no Lender was willing prepays a Loan but fails in the notice applicable thereto to accept any specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or shall be applied (i) in the case of any Loan other than a Pari Passu Term A Loan, first to Swing Loans and then to Revolving Credit Loans; and (ii) after giving effect to the allocations in clause (i) above (other than in the case of a Pari Passu Term A Loan) first to Loans to which the Base Rate Option applies, then to Loans to which the Term SOFR Rate Option applies; provided that if the Borrower Solicitation of Discounted Prepayment Offersdoes not specify in such whether the relates to Pari Passu Term A Loans, on the date of one hand, or Revolving Credit Loans and/or Swing Loans, on the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or other hand, such shorter period as may notice shall be agreed to by deemed null and void and the Administrative Agent in its reasonable discretion). Each Lender participating in shall not give effect to such notice and any Discounted Term Loan Prepayment acknowledges and agrees that in connection with prepayment contemplated by such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder notice that is not known to such Lender and that may be material to a decision actually received by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination Lender shall be returned to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, Borrower without interest. Any prepayment hereunder shall be subject to the Borrower, its Subsidiaries, ’s obligation to indemnify the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, Lenders under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i) shall be immediately and automatically cancelledSection 5.9 [Indemnity].

Right to Prepay. The Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.8 [Increased Costs] and Section 5.10 [Indemnity]); provided that . Whenever the Borrower shall not initiate desires to prepay any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation part of the most recent Discounted Term Loan Prepayment as a result of Loans, it shall provide a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent or by 1:00 p.m. at least one (1) Business Day prior to the other Lendersdate of prepayment of the Term Loan, setting forth the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) if prior to the Conversion Date, a statement indicating the application of the prepayment between the Term Loan Advances; (c) a statement indicating the application of the prepayment between Loans to which the Daily LIBOR Rate applies, Loans to which the LIBOR Rate applies, and Loans to which the Base Rate applies, if any; and (d) the total principal amount of such prepayment, which shall not be less than $1,000,000. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent's and Lender's Rights], if the Borrower prepay a Loan but fail to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Loans to which the Base Rate applies, if any, then to Loans to which the Daily LIBOR Rate applies, then to Loans to which the LIBOR Rate applies. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity]. After the Conversion Date, prepayment of principal of the Term Loan shall be applied in the inverse order of maturity.

Right to Prepay. The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i3.4(j); provided that (x) at the time of such Discounted Term Loan Prepayment, after giving effect thereto, Total Liquidity is equal to or greater than $250.0 million and (y) the Borrower shall not initiate any action under this subsection 3.4(i3.4(j) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has Lender, independently and, and without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such 100 [[5629054]] Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i3.4(j) shall be immediately and automatically cancelled.

Right to Prepay. The So long as the Borrower has repaid any unreimbursed LC Disbursements, the Borrower shall have the right at its option from time to make time to prepay the Loans in whole or part, without premium or penalty (except as provided in Section 5.6.2 [Replacement of a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment OffersLender] below, in each case made in accordance with this subsection 3.4(iSection 5.7 [Increased Costs] and Section 5.9 [Indemnity]); provided that . Whenever the Borrower shall not initiate desires to prepay any action under this subsection 3.4(i) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation part of the most recent Discounted Term Loan Prepayment as a result of Loans, it shall provide a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion); or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion). Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBOR Rate Option applies or no later than 11:00 a.m. on the other Lendersdate of prepayment of Swing Loans and Revolving Credit Loans to which the Base Rate Option applies, setting forth the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (d) the total principal amount of such prepayment, which shall not be less than the lesser of (x) the aggregate principal amount of all outstanding Loans or (y) $100,000 for any Swing Loan or $5,000,000 for any Revolving Credit Loan and increments of $5,000,000 in excess thereof. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Loans and then to Revolving Credit Loans; and (ii) after giving effect to the allocations in clause (i) above first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any Term Loans prepaid pursuant to this subsection 3.4(i) prepayment hereunder shall be immediately and automatically cancelledsubject to the Borrower’s obligation to indemnify the Lenders under Section 5.9 [Indemnity].

Right to Prepay. The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this subsection 3.4(i3.4(j); provided that (x) at the time of such Discounted Term Loan Prepayment, after giving effect thereto, Total Liquidity is equal to or greater than $400.0 million and (y) the Borrower shall not initiate any action under this subsection 3.4(i3.4(j) in order to make a Discounted Term Loan Prepayment unless (1) at least 10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion)Date; or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion)Lender. Each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on Holding, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holding, the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holding, the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Discounted Term Loan Prepayment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. Any Term Loans prepaid pursuant to this subsection 3.4(i3.4(j) shall be immediately and automatically cancelled.