Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this [Section 1]. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address and shall state: # that Borrower is exercising its right to prepay this Note, and # the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

“Optional Prepayment Liquidated Damages Amount” means an amount equal to the difference between (a) the product of (i) the number of shares of Common Stock obtained by dividing (1) the applicable Optional Prepayment Amount by (2) the Lender Conversion Price as of the date Borrower delivered the applicable Optional Prepayment Amount to Lender, multiplied by (ii) the Closing Trade Price of the Common Stock on the date Borrower delivered the applicable Optional Prepayment Amount to Lender, and (b) the applicable Optional Prepayment Amount paid by Borrower to Lender. For illustration purposes only, if the applicable Optional Prepayment Amount were ​, the Lender Conversion Price as of the date the Optional Prepayment Amount was paid to Lender was equal to ​ per share of Common Stock, and the Closing Trade Price of a share of Common Stock as of such date was equal to ​, then the Optional Prepayment Liquidated Damages Amount would equal ​ computed as follows: (a) ​ (calculated as (i) (1) ​ divided by (2) ​ multiplied by (ii) ​) minus (b) ​.

After the expiration of the Prepayment Periods set forth above, the Borrower may submit an Optional Prepayment Notice to the Holder. Upon receipt by the Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to the Holder’s and the Borrower’s agreement with respect to the applicable Prepayment Percentage.

Optional. Subject to SectionSections 2.06(e) and 2.06(f)(i) below, the Borrower may elect to prepay, in whole or in part, any Borrowing after giving prior written notice of such election by # ​ (New York time) at least three (3) Business Days before such prepayment date, in the case of Eurodollar Borrowings, and # ​ (New York time) on the date of such prepayment (which shall be a Business Day), in the case of Base Rate Borrowings, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Administrative Agent shall give prompt notice thereof to each Applicable Lender, and the Borrower shall prepay the Loans comprising such Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice; provided, however, that each partial prepayment of any Borrowing shall be in an aggregate principal amount not less than ​ and in integral multiples of ​ in excess thereof. Notwithstanding the foregoing, any notice given under this [Section 2.06(b)] may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to the specified date of prepayment) if such condition is not satisfied and, if so revoked, no prepayment on account of such notice shall be required to be made by the Borrower hereunder.

Optional. The Borrowers may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility or the Letter of Credit Sublimit, or from time to time permanently reduce the Revolving Credit Facility or the Letter of Credit Sublimit; provided that # any such notice shall be received by the Administrative Agent not later than ​ three (3) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to the date of termination or reduction (which such notice may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein), # any such partial reduction shall be in an aggregate amount of ​ or any whole multiple of ​ in excess thereof, # the Borrowers shall not terminate or reduce the # Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility or # the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit.

Optional. (i) Except as set forth in [clause (ii)] below with respect to Revolving Credit Loans and New Term Loans denominated in a currency other than Dollars, the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Tranche or Tranches of Loans in whole or in part without premium or penalty (other than as set forth in [Section 2.05(a)(iv)]); provided that # such notice must be received by the Administrative Agent not later than ​ (A) three Business Days prior to any date of prepayment of Term SOFR Loans, and # one Business Day prior to the date of prepayment of Base Rate Loans; # any prepayment of Term SOFR Loans shall be in a principal amount of ​ or a whole multiple of ​ in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of ​ or a whole multiple of ​ in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be substantially in the form of [Exhibit I] and shall specify the date and amount of such prepayment, the Class, Tranche(s) and the Type(s) of Loans to be prepaid, and if EURIBO Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and EURIBO Rate Loans, Term SOFR Loans and/or RFR Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to EURIBO Rate Loans, Term SOFR Loans and/or the RFR Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to [Section 3.05]). The Administrative Agent will promptly notify each applicable ​ of its receipt of each such notice and of the amount of such ​’s Pro Rata Share of such prepayment, if any. If such notice is given by ESI, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a EURIBO Rate Loan, a Term SOFR Loan or an RFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to [Section 3.05].

Prepayment. Upon ten (10) Business Days’ prior written notice to Agent, Borrower may, at its option, at any time, prepay the Loans (or any portion thereof), in an amount equal to # the principal amounts of the Loans being prepaid, plus # accrued and unpaid interest thereon through and including the date of such prepayment, plus # the Applicable Premium for the portion of each Loan being prepaid, plus # any other amounts then due to ​. The notice of prepayment shall state the amount of principal to be prepaid under each Loan

Prepayment. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions:

Prepayment. The Borrower may at any time pay or prepay all or any portion of the amounts outstanding hereunder by making a payment to the Holder of an amount in cash equal to the sum of: # the then outstanding principal amount of this Note plus # accrued and unpaid interest on the unpaid principal amount of this Note plus # Default Interest, if any.

Prepayment. Prepayment of the Notes to be prepaid pursuant to this [Section 8.8] shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to, but excluding, the date of prepayment, but without Make-Whole Amount, Prepayment Settlement Amount or other premium.