Common use of Optional Prepayments and Repayments Clause in Contracts

Optional Prepayments and Repayments. The Borrower shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s irrevocable notice of prepayment in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.14, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to the date of prepayment.

Optional Prepayments and Repayments. The Borrower Borrowers shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower Company shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects Borrowers elect to prepay the Term Loans, amounts prepaid under this Section shall be (i) applied to the remaining principal installments thereof as the Company may elect and (ii) applied to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages. To the extent the Borrowers elect to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that are LIBOR Rate SOFR Loans shall be in a minimum principal amount of $2,000,000 100,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate SOFR Loans (or Offshore Rate Loans such shorter time as agreed to by the Administrative Agent) and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be (i) applied to the remaining principal installments thereof as the Borrower may elect and (ii) applied to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Borrower, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment. Notwithstanding anything to the contrary herein, a notice of prepayment for all of the then outstanding Loans may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Prepayments and Repayments. The Borrower Borrowers shall have the right to repay prepay the Revolving Loans, Multicurrency Revolving Loans and Swingline Term Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 250,000.00 and integral multiples of $100,000 250,000.00 in excess thereof (or the remaining outstanding principal amount), ) and (ii) Revolving Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 250,000.00 and integral multiples of $500,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount of $100,000 and integral multiples of $100,000 250,000.00 in excess thereof (or the remaining outstanding principal amount). The Borrower Borrowers shall give two four Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable); provided, that if a notice of prepayment is given in connection with a refinancing of Term Loans in full, the Borrowers may rescind such notice of prepayment if such refinancing shall not be consummated or shall be delayed. To the extent that the Borrowers elect to prepay the Term Loans, amounts prepaid under this Section shall be (i) applied to the applicable Term Loans in the inverse order of maturity, and (ii) applied to such in accordance with each Lender’s Applicable Percentages, as applicable. To the extent the Borrower elects Borrowers elect to repay prepay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline LoansDevelopment Line of Credit Loan, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Lenders and Swingline Loans, as applicable of the Revolving Lenders Lender in accordance with their respective Revolving Commitment Applicable Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.147.6, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 250,000 in excess thereof (or the remaining outstanding principal amount) and (iiiii) Swingline Revolving Loans or Multicurrency Revolving that LIBOR Rate Loans shall be in a minimum principal Dollar Amount amount of $100,000 500,000 and integral multiples of $100,000 250,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on any date the next occurring Interest Payment Date that a prepayment is made hereunder and include interest accrued to the date of prepaymentwould have occurred had such loan not been prepaid.

Optional Prepayments and Repayments. The Borrower shall have the right to prepay or repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amountamount thereof), (ii) Revolving Loans that are LIBOR LIBO Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess thereof (or the remaining outstanding principal amountamount thereof) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amountamount thereof). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore LIBO Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to repay prepay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR LIBO Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower Borrowers shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans and Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 25,000 in excess thereof (or the remaining outstanding principal amount). The Borrower Company shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the U.K. Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be (i) applied to the remaining principal installments thereof as the U.K. Borrower may elect and (ii) applied to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages. To the extent the Borrowers elect to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. The Borrowers may elect to repay Revolving Loans in Foreign Currencies or in Dollars; provided, that any optional prepayment must be in the applicable currency. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, howeverprior to the date that is twelve (12) months after the Closing Date, that each all prepayments under this Section 2.7(a) made in connection with a Repricing Transaction shall be accompanied by the Repricing Premium, if applicable. Each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three (3) Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be applied to scheduled instalments at the direction of the Borrower and, absent such direction, in direct order of maturity first to Alternate Base Rate Loans and then to LIBOR Rate Loans in each case, ratably to the then remaining amortization payments thereof; provided, that all prepayments pursuant to this Section 2.7(a) that are applied to the Term Loans shall be applied pro rata between the Term Loans and any Incremental Term Facilities based on the then outstanding principal balances thereof. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans at the direction of the Borrower (and absent such direction, in direct order of Interest Period maturities). All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower Borrowers shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 1,000,000 and integral multiples of $100,000 1,000,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000 and integral multiples of $500,000 1,000,000 in excess thereof (or the remaining outstanding principal amount) and ), (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount)) and (iv) each Revolving Loan shall be repaid in the currency in which it was made. The Borrower Company shall give two three Business Days’ ' irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects Borrowers elect to prepay the Term Loans, amounts prepaid under this Section shall be (i) applied ratably to the remaining principal installments thereof and (ii) applied to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages. To the extent the Borrowers elect to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective U.S. Revolving Commitment Percentages or Multicurrency Commitment Percentages, as applicable. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 1,000,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.14, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. (i) The Borrower shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 1,000,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 100,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans (or Offshore Rate Loans such shorter time as agreed to by the Administrative Agent) and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be (i) applied to the remaining principal installments thereof as the Borrower may elect and (ii) applied to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Borrower, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment. Notwithstanding anything to the contrary herein, a notice of prepayment for all of the then outstanding Loans may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Prepayments and Repayments. The Borrower shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess thereof (or the remaining outstanding principal amount) and (iiiii) Swingline Revolving Loans or Multicurrency Revolving that LIBOR Rate Loans shall be in a minimum principal Dollar Amount amount of $100,000 1,000,000 and integral multiples of $100,000 500,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on any date the next occurring Interest Payment Date that a prepayment is made hereunder and include interest accrued to the date of prepaymentwould have occurred had such loan not been prepaid.

Optional Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that are LIBOR Rate Rateare SOFR Loans shall be in a minimum principal amount of $2,000,000 100,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate RateSOFR Loans (or Offshore Rate Loans such shorter time as agreed to by the Administrative Agent) and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be (i) applied to the remaining principal installments thereof as the Borrower may elect and (ii) applied to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate RateSOFR Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Borrower, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment. Notwithstanding anything to the contrary herein, a notice of prepayment for all of the then outstanding Loans may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three (3) Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in each case, ratably to the then remaining amortization payments therof; provided, that all prepayments pursuant to this Section 2.7(a) that are applied to the Term Loans shall be applied pro rata between the Term Loan and any Incremental Term Facilities based on the then outstanding principal balances thereof. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Optional Prepayments and Repayments. The Borrower Borrowers shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 500,000 and integral multiples of $500,000 200,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower Borrowers shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects Borrowers elect to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to repay prepay the Revolving Loans, Multicurrency Revolving Term Loans and Swingline repay Revolving Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 250,000 in excess thereof (or the remaining outstanding principal amount) and (iiiii) Swingline Revolving Loans or Multicurrency Revolving Term Loans that LIBOR Rate Loans shall be in a minimum principal Dollar Amount amount of $100,000 500,000 and integral multiples of $100,000 250,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three (3) Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) and the Borrower shall specify whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall be applied to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments of Term Loans under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order at the direction of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturitiesthe Borrower. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penaltypenalty except as set forth in Section 2.7(d). Interest on the principal amount prepaid shall be payable on any date the next occurring Interest Payment Date that a prepayment is made hereunder and include interest accrued would have occurred had such loan not been prepaid. Notwithstanding the foregoing or anything in Section 2.6(a) above to the date contrary, any notice of prepaymentprepayment delivered pursuant to this Section 2.7(a) and/or any notice of termination delivered pursuant to Section 2.6(a) above, in each case, in connection with any refinancing of all of the Senior Credit Facilities with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be postponed and/or revoked by the Borrower in the event such contingency is delayed and/or not met; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.15.

Optional Prepayments and Repayments. The Borrower BorrowerBorrowers shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 500,000 and integral multiples of $500,000 200,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower BorrowerBorrowers shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects electsBorrowers elect to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower Borrowers shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 1,000,000 and integral multiples of $100,000 1,000,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000 and integral multiples of $500,000 1,000,000 in excess thereof (or the remaining outstanding principal amount) and ), (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount)) and (iv) each Revolving Loan shall be repaid in the currency in which it was made. The Borrower Company shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects Borrowers elect to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. The Borrowers may elect to repay Revolving Loans in the Foreign Currency or in Dollars; provided, that any optional repayment must be in the applicable currency. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 500,000 and integral multiples of $500,000 200,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower Borrowers shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving 50 Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 500,000 and integral multiples of $500,000 200,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower Borrowers shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects Borrowers elect to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 500,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 500,000 and integral multiples of $500,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be (i) applied (A) first, ratably to the scheduled principal installments remaining in the fiscal year such prepayment is made in direct order and (B) second, to the remaining principal installments thereof (to be applied to installments in inverse order of maturity); provided, however, that any voluntary prepayments pursuant to this clause of Section 2.7(a) shall not be included in calculating the Total Leverage Ratio for purposes of determining the Excess Cash Flow percentage pursuant to Section 2.7(b)(iv) and (v) applied to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 250,000 in excess thereof (or the remaining outstanding principal amount) and (iiiii) Swingline Revolving Loans or Multicurrency Revolving Term Loans that LIBOR Rate Loans shall be in a minimum principal Dollar Amount amount of $100,000 500,000 and integral multiples of $100,000 250,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be (i) applied ratably to the remaining principal installments thereof and (ii) applied to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on any date the next occurring Interest Payment Date that a prepayment is made hereunder and include interest accrued to the date of prepaymentwould have occurred had such loan not been prepaid.

Optional Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three (3) Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in each case, ratably to the then remaining amortization payments thereof; provided, that all prepayments pursuant to this Section 2.7(a) that are applied to the Term Loans shall be applied pro rata between the Term Loans and any Incremental Term Facilities based on the then outstanding principal balances thereof. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower Borrowers shall have the right to prepay the Term Loans and repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans and U.S. Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans and Term Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 25,000 in excess thereof (or the remaining outstanding principal amount). The Borrower Company shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the U.K. Borrower elects to prepay the Euro Term Loans, amounts prepaid under this Section shall be (i) applied to the remaining principal installments thereof as the U.K. Borrower may elect and (ii) applied to the Euro Term Loans of the Euro Term Loan Lenders in accordance with their respective Euro Term Loan Commitment Percentages. To the extent the Company elects to prepay the U.S. Term Loans, amounts prepaid under this Section shall be (i) applied to the remaining principal installments thereof as the Company may elect and (ii) applied to the U.S. Term Loans of the U.S. Term Loan Lenders in accordance with their respective U.S. Term Loan Commitment Percentages. To the extent the Borrowers elect to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. The Borrowers may elect to repay Revolving Loans in Foreign Currencies or in Dollars; provided, that any optional prepayment must be in the applicable currency. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have may, at its option, prepay all or any part of the right to repay the Revolving LoansNotes at any time, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time, without penalty or premium. In the case of each optional prepayment, the Borrower shall give at least two (2) days prior written notice thereof to each holder of any Notes. Each such notice shall set forth: (a) the date fixed for prepayment; provided, however, that each partial prepayment or repayment of (ib) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum the aggregate principal amount of $500,000 Notes to be prepaid on such date; and integral multiples of $100,000 in excess thereof (or c) the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum aggregate principal amount of $2,000,000 Notes held by such holder to be prepaid on such date and integral multiples the amount of $500,000 in excess thereof (accrued interest to be paid to such holder on such date; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness and/or funding of any such other credit facilities or debt or equity offering, or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall occurrence of any other event specified therein, in which case such notice may be in a minimum principal Dollar Amount of $100,000 and integral multiples of $100,000 in excess thereof (revoked by the Borrower or the remaining outstanding principal amount). The Borrower shall give two Business Days’ irrevocable date fixed for prepayment delayed, in each case by notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans to such holder on or Offshore Rate Loans and one Business Day’s irrevocable notice of prepayment in the case of Alternate Base Rate Loans, prior to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)date fixed for prepayment, if such condition has not been satisfied. To the extent the Borrower elects All prepayments pursuant to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section 2.4(B) shall be applied first to the Revolving LoansDelayed Draw Term Notes maturing on the Delayed Draw Term Notes First Maturity Date on a pro rata basis until they are paid in full, Multicurrency Revolving Loans and/or Swingline Loanssecond to the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes Second Maturity Date on a pro rata basis until they are paid in full and finally to the Existing Notes on a pro-rata basis, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.14, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to terms of the date of prepaymentFee Letters.

Optional Prepayments and Repayments. The Borrower shall have the right to repay prepay the Revolving Loans, Multicurrency Revolving Term(a) Loans and Swingline repay Revolving Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 250,000 in excess thereof (or the remaining outstanding principal amount) and (iiiii) Swingline Revolving Loans or Multicurrency Revolving Term Loans that LIBOR RateAdjusted Term SOFR Loans shall be in a minimum principal Dollar Amount amount of $100,000 500,000 and integral multiples of $100,000 250,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three (3) Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate RateAdjusted Term SOFR Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)) and the Borrower shall specify whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall be applied to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments of Term Loans under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order at the direction of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturitiesthe Borrower. All prepayments under this Section shall be subject to Section 2.142.15, but otherwise without premium or penaltypenalty except as set forth in Section 2.7(d). Interest on the principal amount prepaid shall be payable on any date the next occurring Interest Payment Date that a prepayment is made hereunder and include interest accrued would have occurred had such loan not been prepaid. Notwithstanding the foregoing or anything in Section 2.6(a) above to the date contrary, any notice of prepaymentprepayment delivered pursuant to this Section 2.7(a) and/or any notice of termination delivered pursuant to Section 2.6(a) above, in each case, in connection with any refinancing of all of the Senior Credit Facilities with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be postponed and/or revoked by the Borrower in the event such contingency is delayed and/or not met; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.15.

Optional Prepayments and Repayments. The Borrower shall have may, at its option, prepay all or any part of the right to repay the Revolving LoansNotes at any time, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time, without penalty or premium. In the case of each optional prepayment, the Borrower shall give at least two (2) days prior written notice thereof to each holder of any Notes. Each such notice shall set forth: (a) the date fixed for prepayment; provided, however, that each partial prepayment or repayment of (ib) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum the aggregate principal amount of $500,000 Notes to be prepaid on such date; and integral multiples of $100,000 in excess thereof (or c) the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate Loans shall be in a minimum aggregate principal amount of $2,000,000 Notes held by such holder to be prepaid on such date and integral multiples the amount of $500,000 in excess thereof (accrued interest to be paid to such holder on such date; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness and/or funding of any such other credit facilities or debt or equity offering, or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall occurrence of any other event specified therein, in which case such notice may be in a minimum principal Dollar Amount of $100,000 and integral multiples of $100,000 in excess thereof (revoked by the Borrower or the remaining outstanding principal amount). The Borrower shall give two Business Days’ irrevocable date fixed for prepayment delayed, in each case by notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans to such holder on or Offshore Rate Loans and one Business Day’s irrevocable notice of prepayment in the case of Alternate Base Rate Loans, prior to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable)date fixed for prepayment, if such condition has not been satisfied. To the extent the Borrower elects All prepayments pursuant to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section 2.4(B) shall be applied first to the Revolving LoansThird A&R Notes on a pro rata basis until they are paid in full, Multicurrency Revolving Loans and/or Swingline Loanssecond to the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes First Maturity Date on a pro rata basis until they are paid in full, as applicable of third to the Revolving Lenders Delayed Draw Term Notes maturing on the Delayed Draw Term Notes Second Maturity Date on a pro rata basis until they are paid in accordance with their respective Revolving Commitment Percentages. Within full and finally to the foregoing parametersExisting Notes on a pro-rata basis, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.14the terms of the Fee Letters. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to the date of this Agreement, the Borrower will prepay in full the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes First Maturity Date with a portion of the proceeds of the Third A&R Notes. By their execution of this Agreement, the Purchasers consent to the prepayment referenced in the immediately foregoing sentence and waive the notice requirements related to such prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 1,000,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate RateSOFR Loans shall be in a minimum principal amount of $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate RateSOFR Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate RateSOFR Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.14, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.

Optional Prepayments and Repayments. The Borrower shall have the right to repay the Revolving Loans, Multicurrency Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 1,000,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans that are LIBOR Rate SOFR Loans shall be in a minimum principal amount of $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans or Multicurrency Revolving Loans shall be in a minimum principal Dollar Amount amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give two three Business Days’ irrevocable notice of prepayment in the case of LIBOR Rate Loans, BBR Rate Loans, Canadian Prime Rate Loans or Offshore Rate SOFR Loans and one Business Day’s same-day irrevocable notice of prepayment on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent the Borrower elects to repay the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans, Multicurrency Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied (A) first to Alternate Base Rate Loans, (B) then ratably to Canadian Prime Rate Loans and Offshore Rate Loans, (C) then to BBR Rate Loans in direct order of Interest Period maturities and (D) then to LIBOR Rate SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.14, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on |US-DOCS\140878708.9|| the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to through the date of prepayment.