Prepayments Optional Each Borrower may, upon notice from ​ to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that # such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, # three (3) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and # on the date of prepayment of Base Rate Loans; # any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; # any prepayment of Alternative Currency Loans shall be in a minimum principal Dollar Equivalent amount of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Alternative Currency Term Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). Once such notice is given by ​, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to [Section 3.05]. Each prepayment of the outstanding Term Loans pursuant to this [Section 2.05(a)] shall be applied to the principal repayment installments of the Term Facility in inverse order of maturity, and subject to [Section 2.16], each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. The Borrower may, upon three Business Days’ notice, in the case of Eurodollar Rate Loans, and upon same-day notice in the case of Base Rate Loans, prepay the Term Loan on any Business Day not later than 1 p.m. on such date of payment in same day funds in Dollars in accordance with the wiring instructions separately provided by the Lender to the Borrower; provided that the Borrower pays all Breakage Costs (if any) associated with such prepayment on the date of such prepayment. Prepayments of Eurodollar Rate Loans must be accompanied by a payment of interest on the amount so prepaid. Prepayments of Eurodollar Rate Loans must in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Prepayments of Base Rate Loans must be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Subject to the foregoing terms, amounts prepaid under this Paragraph 1(f) shall be applied as the Borrower may elect; provided, that, if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.

PREPAYMENTS. The Notes shall be subject to scheduled required prepayment as and to the extent provided in paragraph 4A. The Notes shall also be subject to prepayment under the circumstances set forth in paragraph 4B.

Mandatory Prepayments due to Borrowing Base Deficiency or Contingent Borrowing Base Deficiency.

Termination During the Initial Restriction Period. If the Grantee’s employment is terminated by the Company without Cause prior to the expiration of the Initial Restriction Period by the Company, any unvested RSUs shall be forfeited immediately as of the Date of Termination.

Mandatory. (i) If for any reason the Total Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Multicurrency Revolving Credit Loans, Swing Line Loans, and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (ii) (A) If, on any Calculation Date, the aggregate amount of the Multicurrency Revolving Extensions of Credit exceeds 105% of the Multicurrency Sublimit, the Borrower shall, without notice or demand, immediately repay such of its outstanding Multicurrency Revolving Credit Loans (or cash collateralize its Letters of Credit in accordance with this [Section 2.05(b)(ii)]) in an aggregate principal amount such that, after giving effect thereto, # the Multicurrency Revolving Extensions of Credit do not exceed the Multicurrency Sublimit and # the Dollar Equivalent of the Multicurrency Revolving Extensions of Credit outstanding on such date is equal to or less than the Multicurrency Sublimit, and in each of [(x) and (y)] immediately preceding, together with interest accrued to the date of such payment or prepayment on the principal so prepaid and any amounts payable under Section 3.05 in connection therewith, as provided in subSection 2.05(b)(ii)(B). The Borrower may, in lieu of prepaying Multicurrency Revolving Credit Loans in order to comply with this paragraph, deposit amounts in a Cash Collateral Account, for the benefit of the Lenders, equal to # the aggregate principal amount of Multicurrency Revolving Credit Loans required to be prepaid or # the aggregate amount of such excess over the Revolving Commitments or the Multicurrency Sublimit, as the case may be. The Administrative Agent shall apply any cash deposited in any Cash Collateral Account (to the extent thereof) to repay Revolving Credit Loans at the end of the Interest Periods therefor, as the case may be; provided that # the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in any Cash Collateral Account to the extent such amount is not required to be so deposited in order for the Borrower to be in compliance with this Section 2.05 and # the Administrative Agent may so apply such cash at any time after the occurrence and during the continuation of an Event of Default. “Cash Collateral Account” means an account specifically established by the Borrower with the Administrative Agent for purposes of this Section 2.05 and that will be pledged to the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section 2.05. (B) If any prepayment occurs pursuant to this Section 2.05 on a day that is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to the Multicurrency Lenders such amounts, if any, as may be required pursuant to Section 3.05.

Mandatory. If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit, the Swing Line Sublimit or the Multicurrency Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit, or the Swing Line Sublimit or the Multicurrency Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

Mandatory. (i) The aggregate Term A-1 Commitments shall be automatically and permanently reduced to zero on the First Amendment Effective Date, # the aggregate Term A-2 Commitments shall be automatically and permanently reduced to zero on the earlier of the last day of the Availability Period in respect of the Term A-2 Facility or the date of the initial Borrowing of Term A-1 Loans pursuant to [Section 2.01(b) and (ii)])] if, after giving effect to any reduction of the Revolving Credit Commitments or the Letter of Credit Sublimit exceeds the amount of the Revolving Credit Facility, such Sublimit shall be automatically reduced by the amount of such excess.

Mandatory. The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to [Section 2.12], prepay the Revolving Loans, Swing Loans and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. Unless the Borrower otherwise directs, prepayments of Loans under this [Section 2.09(b)] shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Term Benchmark Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this [Section 2.09(b)] shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Benchmark Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under [Section 4.05]. Each prefunding of L/C Obligations shall be made in accordance with [Section 9.04].

Mandatory. The Initial Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of the Initial Term Loans to be made by it on the Closing Date. The First Incremental Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of the First Incremental Term Loans to be made by it on the Amendment No. 1 Effective Date. The Second Incremental Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of the Second Incremental Term Loans to be made by it on the Amendment No. 2 Effective Date. The Third Incremental Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of the Third Incremental Term Loans to be made by it on the Amendment No. 6 Effective Date. The Additional Initial Term B-1 Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of the Additional Initial Term B-1 Loans to be made by it on the Amendment No. 7 Effective Date. The Additional Incremental Term B-1 Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of the Additional Incremental Term B-1 Loans to be made by it on the Amendment No. 7 Effective Date. The Fourth Incremental Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of the Fourth Incremental Term Loans to be made by it on the Amendment No. 8 Increase Effective Date. The Revolving Credit Commitment of each Class shall automatically and permanently terminate on the Maturity Date with respect to such Class of Revolving Credit Commitments.