Common use of Voluntary Prepayments; Reductions in Commitments Clause in Contracts

Voluntary Prepayments; Reductions in Commitments. (i) Borrower may prepay the Loans at any time (1) on at least three (3) Business Days’ prior written notice, in the case of LIBOR Loans or Term SOFR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower to Agent, and Borrower may at any time and from time to time without prior notice permanently reduce or terminate the undrawn Commitments; provided that any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof. Any voluntary prepayment must be accompanied by the payment of any LIBOR or Term SOFR funding breakage costs, as applicable, in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction or termination of the Commitments, Borrower’s right to request Loans, shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice; provided, that no partial prepayment pursuant to this clause (i) shall be applied to the Term B-2 Facility or the Term B-3 Facility on a greater than pro rata basis relative to the Term B Facility based on the aggregate principal amount of Term B Loans and, Term B-2 Loans and Term B-3 Loans outstanding at such time. If no direction is given as to the application of prepayments, such prepayments shall be applied first to the Term B Facility until repaid in full and, second to the Term B-2 Facility, and until paid in full and third to the Term B-3 Facility, and, within each such Facility, to the amortization payments required by Section 2.2, if any, in direct order of maturity and, thereafter, to the remaining balance of Term B Loans or, Term B-2 Loans or Term B-3 Loans, as applicable, then outstanding. (ii) In the event that, on or prior to the date that is 6 months after the Amendment No. 8 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-2 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-2 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-2 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-2 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-2 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-2 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-2 Loans for which the All-In Yield has been reduced pursuant to such amendment. In the event that, on or prior to the date that is 6 months after the Amendment No. 9 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-3 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-3 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-3 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-3 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-3 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-3 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-3 Loans for which the All-In Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.3(a), a transformative acquisition is any acquisition (together with any related transaction, including incurrence of indebtedness to finance such acquisition) by Borrower or any Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by Borrower in good faith.

Voluntary Prepayments; Reductions in Commitments. (i) Borrower may prepay the Term B Loans and/or Revolving Credit Loans at any time (1) on at least three (3) Business Days’ prior written notice, in the case of LIBOR Loans or Term SOFR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower to Agent, and Borrower may at any time and from time to time without prior notice permanently reduce or terminate the undrawn Commitments; provided that (i) any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereofthereof and (ii) the aggregate Revolving Credit Commitments of all Revolving Lenders shall not be reduced to an amount that is less than the amount of the Aggregate Revolving Credit Exposure then outstanding unless such Revolving Credit Commitment reduction is accompanied by a prepayment of Revolving Credit Loans (and, to the extent necessary, the cash collateralization of Letters of Credit outstanding) necessary to ensure that the Aggregate Revolving Credit Exposure does not exceed the aggregate Revolving Credit Commitments of all Revolving Lenders (as so reduced). In addition, if Borrower terminates the Revolving Credit Commitments in full, all Revolving Credit Loans and other related Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized, backstopped or otherwise satisfied in accordance with Section 2.6(c)(ii) hereto upon the effectiveness of such termination. Any voluntary prepayment must be accompanied by the payment of any LIBOR or Term SOFR funding breakage costs, as applicable, in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction or termination of the Commitments, Borrower’s right to request Loans, shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice; provided, that no partial prepayment pursuant to this clause (i) shall be applied to the Term B-2 Facility or the Term B-3 Facility on a greater than pro rata basis relative to the Term B Facility based on the aggregate principal amount of Term B Loans and, Term B-2 Loans and Term B-3 Loans outstanding at such time. If no direction is given as to the application of prepaymentsprepayments in respect of Term B Loans, such prepayments shall be applied first to the Term B Facility until repaid in full and, second to the Term B-2 Facility, and until paid in full and third to the Term B-3 Facility, and, within each such Facility, to the amortization payments required by Section 2.2, if any, in direct order of maturity and, thereafter, to the remaining balance of Term B Loans or, Term B-2 Loans or Term B-3 Loans, as applicable, then outstanding. (ii) In the event that, on or prior to the date that is 6 12 months after the Amendment No. 8 Closing Escrow Release Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-2 B Loans with the proceeds of any new or replacement tranche of long-term secured term loans Indebtedness that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-2 Loans and have has an All-in In Yield that is less than the All-in In Yield of such Term B-2 B Loans or (y) effects any amendment of this Agreement which reduces the All-in In Yield of the Term B-2 B Loans (other than in the case of each of clauses (x) and (y), any event that is not consummated for the primary purpose of lowering the All-In Yield of the Term B Loans (as determined by Borrower in good faith), including any such event consummated in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-2 B Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-2 B Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-2 Loans for which the All-In Yield has been reduced pursuant to such amendment. In the event that, on or prior to the date that is 6 months after the Amendment No. 9 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-3 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-3 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-3 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-3 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-3 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-3 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-3 B Loans for which the All-In Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.3(a), a transformative acquisition is any acquisition (together with any related transaction, including incurrence any Incurrence of indebtedness to finance such acquisition) by Borrower or any Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by Borrower in good faith.

Voluntary Prepayments; Reductions in Commitments. (i) Borrower may prepay the Loans at any time (1) on at least three (3) Business Days’ prior written notice, in the case of LIBOR Loans or Term SOFR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower to Agent, and Borrower may at any time and from time to time without prior notice permanently reduce or terminate the undrawn Commitments; provided that any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof. Any voluntary prepayment must be accompanied by the payment of any LIBOR or Term SOFR funding breakage costs, as applicable, costs in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction or termination of the Commitments, Borrower’s right to request Loans, shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice; provided, that no each such partial prepayment pursuant to this clause (i) shall be applied to the Term B-2 Facility or the Term B-3 Facility on a greater than pro rata basis relative to between the Facility and the Term B B-1 Facility based on the aggregate principal amount of Term B Loans and, Term B-2 Loans and Term B-3 Loans outstanding thereunder at such time. If no direction is given as to the application of prepaymentsprepayments within the Facility or the Term B-1 Facility as applicable, the prepayments applicable to such prepayments facilityFacility shall be applied first to the Term B Facility until repaid in full and, second to the Term B-2 Facility, and until paid in full and third to the Term B-3 Facility, and, within each such Facility, to the amortization payments required by Section 2.22.2(a) or (b), if anyas applicable, in direct order of maturity and, thereafter, to the remaining balance of Term B Loans or, Term B-2 Loans or Term B-3 Loans, as applicable, then outstanding. (ii) In the event that, on or prior to the date that is 6 months after the Amendment No. 8 36 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-2 B Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-2 B Loans and have an All-in Yield that is less than the All-in Yield of such Term B-2 B Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-2 B Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-2 B Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-2 B Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-2 B Loans for which the All-In Yield has been reduced pursuant to such amendment. In the event that, on or prior to the date that is 6 months after the Amendment No. 9 5 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-3 B-1 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-3 B-1 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-3 B-1 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-3 B-1 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-3 B-1 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-3 B-1 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-3 B-1 Loans for which the All-In Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.3(a), a transformative acquisition is any acquisition (together with any related transaction, including incurrence of indebtedness to finance such acquisition) by Borrower or any Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by Borrower in good faith.

Voluntary Prepayments; Reductions in Commitments. (i) Borrower may prepay the Loans at any time (1) on at least three (3) Business Days’ prior written notice, in the case of LIBOR Loans or Term SOFR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower to Agent, and Borrower may at any time and from time to time without prior notice permanently reduce or terminate the undrawn Commitments; provided that any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof. Any voluntary prepayment must be accompanied by the payment of any LIBOR or Term SOFR funding breakage costs, as applicable, in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction or termination of the Commitments, Borrower’s right to request Loans, shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice; provided, that no partial prepayment pursuant to this clause (i) shall be applied to the Term B-2 Facility or the Term B-3 Facility on a greater than pro rata basis relative to the Term B Facility based on the aggregate principal amount of Term B Loans and, and Term B-2 Loans and Term B-3 Loans outstanding at such time. If no direction is given as to the application of prepaymentsprepayments within the Facility, the, such prepayments applicable to such Facility shall be applied first to the Term B Facility until repaid in full and, and second to the Term B-2 Facility, and until paid in full and third to the Term B-3 Facility, and, within each such Facility, to the amortization payments required by Section 2.2, if any, in direct order of maturity and, thereafter, to the remaining balance of Term B Loans or, or Term B-2 Loans or Term B-3 Loans, as applicable, then outstanding. (ii) In the event that, on or prior to the date that is 6 months after the Amendment No. 8 68 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-2 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-2 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-2 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-2 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-2 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-2 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-2 Loans for which the All-In Yield has been reduced pursuant to such amendment. In the event that, on or prior to the date that is 6 months after the Amendment No. 9 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-3 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-3 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-3 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-3 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-3 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-3 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-3 Loans for which the All-In Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.3(a), a transformative acquisition is any acquisition (together with any related transaction, including incurrence of indebtedness to finance such acquisition) by Borrower or any Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by Borrower in good faith.

Voluntary Prepayments; Reductions in Commitments. (i) Borrower may prepay the Loans at any time (1) on at least three (3) Business Days’ prior written notice, in the case of LIBOR Loans or Term SOFR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case by Borrower to Agent, and Borrower may at any time and from time to time without prior notice permanently reduce or terminate the undrawn Commitments; provided that any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof. Any voluntary prepayment must be accompanied by the payment of any LIBOR or Term SOFR funding breakage costs, as applicable, costs in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii), if any. Upon any such reduction or termination of the Commitments, Borrower’s right to request Loans, shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described in the applicable notice; provided, that no partial prepayment pursuant to this clause (i) shall be applied to the Term B-2 Facility or the Term B-3 Facility on a greater than pro rata basis relative to the Term B Facility based on the aggregate principal amount of Term B Loans and, Term B-2 Loans and Term B-3 Loans outstanding at such time. If no direction is given as to the application of prepayments, such prepayments shall be applied first to the Term B Facility until repaid in full and, second to the Term B-2 Facility, and until paid in full and third to the Term B-3 Facility, and, within each such Facility, to the amortization payments required by Section 2.2, if any, 2.2(c) in direct order of maturity and, thereafter, to the remaining balance of Term B Loans or, Term B-2 Loans or Term B-3 Loans, as applicable, then outstanding. (ii) In the event that, on or prior to the date that is 6 12 months after the Amendment No. 8 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-2 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-2 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-2 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-2 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-2 Loans at such timeLenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-2 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-2 Loans for which the All-In Yield has been reduced pursuant to such amendment. In the event that, on or prior to the date that is 6 months after the Amendment No. 9 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-3 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-3 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-3 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-3 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-3 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-3 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-3 Loans for which the All-In Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.3(a), a transformative acquisition is any acquisition (together with any related transaction, including incurrence of indebtedness to finance such acquisition) by Borrower or any Subsidiary that is (i) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by Borrower in good faith.

Voluntary Prepayments; Reductions in Commitments. (i) Borrower Borrowers may prepay the Loans at any time (1) on at least three (3) Business Days’ prior written notice, in the case of LIBOR Loans or Term SOFR Loans and (2) on at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, in each case notice by Borrower Representative to Agent, and Borrower may at any time and from time to time without prior notice Agent permanently reduce or terminate (but not terminate) the undrawn CommitmentsTranche A Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in a minimum principal amount of $1,000,000 25,000,000 and integral multiples of $5,000,000 in excess of such amount or following the first such reduction, an amount equal to $50,000,000 minus the amount of such first reduction, (B) the Tranche A Revolving Loan Commitment shall not be reduced (except in connection with a whole multiple thereoftermination) by more than $50,000,000 in the aggregate during the term of this Agreement or, in any event, to an amount less than the amount of the Tranche A Revolving Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least five (5) Business Days’ prior written notice by Borrower Representative to Agent terminate the Tranche A Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any voluntary prepayment and any reduction or termination of the Tranche A Revolving Loan Commitment must be accompanied by the payment of any LIBOR or Term SOFR funding breakage costs, as applicable, costs in accordance with Section 2.11(b) and the fee payable in accordance with Section 2.3(a)(ii1.13(b), if any. Upon any such reduction or termination of the CommitmentsTranche A Revolving Loan Commitment, each Borrower’s right to request LoansTranche A Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be. Each notice ; provided that a permanent reduction of partial prepayment the Tranche A Revolving Loan Commitment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.3(a) may be conditioned on the occurrence of one or more events described not require a corresponding pro rata reduction in the applicable notice; provided, that no partial prepayment pursuant to this clause (i) shall be applied to the Term B-2 Facility or the Term B-3 Facility on a greater than pro rata basis relative to the Term B Facility based on the aggregate principal amount of Term B Loans and, Term B-2 Loans and Term B-3 Loans outstanding at such time. If no direction is given as to the application of prepayments, such prepayments shall be applied first to the Term B Facility until repaid in full and, second to the Term B-2 Facility, and until paid in full and third to the Term B-3 Facility, and, within each such Facility, to the amortization payments required by Section 2.2, if any, in direct order of maturity and, thereafter, to the remaining balance of Term B Loans or, Term B-2 Loans or Term B-3 Loans, as applicable, then outstandingL/C Sublimit. (ii) In Borrowers may at any time on at least three (3) Business Days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the event that, on or prior to the date Tranche B Revolving Loan Commitment; provided that is 6 months after the Amendment No. 8 Closing Date, Borrower (x) prepays, refinances, substitutes or replaces any Term B-2 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-2 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-2 Loans or (y) effects any amendment of this Agreement which reduces the All-in Yield of the Term B-2 Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-2 Loans at such time, (A) any such reductions shall be in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal minimum amount of the Term B-2 Loans so prepaid $5,000,000 and integral multiples of $5,000,000 in excess of such amount and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-2 Loans for which the All-In Yield has been reduced pursuant to such amendment. In the event that, on or prior to any such permanent reduction, all Tranche A Revolving Credit Advances shall have been repaid in full and all Letter of Credit Obligations shall have been cash collateralized in accordance with the date that is 6 months after the Amendment No. 9 Closing Dateprovisions of Annex B. In addition, Borrower Borrowers (x) prepaysmay, refinancesat any time on at least five (5) Business Days’ prior written notice by Borrower Representative to Agent, substitutes or replaces any Term B-3 Loans with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-3 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-3 Loans or (y) effects shall, upon any amendment of this Agreement which reduces the All-in Yield termination of the Term B-3 Tranche A Revolving Loan Commitment, terminate the Tranche B Revolving Loan Commitment; provided, that upon any such termination, all Tranche B Revolving Loans (other than in the case of each of clauses (x) and (y), in connection with a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), Borrower shall pay to Agent, for the ratable account of each of the applicable Lenders holding Term B-3 Loans at such time, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-3 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-3 Loans for which the All-In Yield has been reduced pursuant to such amendment. Such amounts shall be immediately due and payable on in full. Any voluntary prepayment and any reduction or termination of the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.3(a), a transformative acquisition is any acquisition (together with any related transaction, including incurrence of indebtedness to finance such acquisition) by Borrower or any Subsidiary that (i) is not permitted Tranche B Revolving Loan Commitment must be accompanied by the terms payment of any LIBOR funding breakage costs in accordance with Section 1.13(b) and any fee payable in accordance with Section 1.9(e). Upon any such reduction or termination of the Tranche B Revolving Loan Documents immediately prior Commitment, each Borrower’s right to the consummation of such acquisition request Tranche B Revolving Credit Advances shall simultaneously be permanently reduced or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by Borrower in good faithterminated.