Common use of Optional Clause in Contracts

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower mayBorrowers may on any Business Day, upon, subject upon notice given to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 A.M. (New York City time (Atime) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) on the third Business Day prior (or, in the case of the conversion of a Eurodollar Rate Loan into a Base Rate Loan, on the Business Day prior) to the date of the proposed Conversion and subject to the provisions of Sections 2.06 and 2.08, Convert all or any prepayment portion of the Loans of one Type comprising the same Borrowing into Loans of the other Type; provided, however, that any Conversion of Eurodollar Rate Loans into Base Rate Loans shall be made only on the last day of an Interest Period for such Eurodollar Rate Loans, any Conversion of Base Rate Loans; (2) any prepayment of Eurocurrency Loans into Eurodollar Rate Loans shall be in a minimum Principal Amount of an amount not less than (i) with respect to Eurodollar Rate Loans, $2,000,000, 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; thereof and (3ii) any prepayment of with respect to Base Rate Loans shall be in a minimum Principal Amount of Loans, $1,000,000 500,000 or a whole an integral multiple of $500,000 100,000 in excess thereof orthereof, no Conversion of any Loans shall result in more separate Borrowings than permitted under Section 2.02(c), and each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Conversion of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and comprising part of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice same Borrowing shall be due and payable on made ratably among the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as Commitments. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the identity, amount and Class of the Loans to be Converted and (iii) if such Conversion is into Eurodollar Rate Loans, the duration of the initial Interest Period for such Loans; provided that if no notice of Conversion is provided for under this Agreementany Eurodollar Rate Loan by the time and date specified above or if the Borrowers fail to select an Interest Period for such Loan in a notice of Conversion, then that Eurodollar Rate Loan shall be converted to a Eurodollar Rate Loan with an Interest Period of three months as of the last day of the expiring Interest Period. Each notice of Conversion shall be irrevocable and binding on the Borrowers.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to except as provided in Section 2.05(a)(iv2.05(d)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:30 p.m. (New York, New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; and (4) each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be pro rata among all Classes of Term Loans (based on the outstanding principal amounts of the respective Classes of Term Loans); provided, that at the request of the Borrower, in lieu of such application on a pro rata basis among all Classes of Term Loans, such prepayment may be applied to any Class of Term Loans so long as the Maturity Date of such Class of Term Loans (or such Classes of Term Loans) precedes the Maturity Date of each other Class of Term Loans then outstanding or, in the event more than one Class of Term Loans shall have an identical Maturity Date, to such Classes on a pro rata basis. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans of a given Class pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Each Borrower may, upon, subject to clause (iii) below, written upon notice from the Company to the Administrative Agent by the BorrowerAgent, at any time or from time to time time, voluntarily prepay Term the Revolving Credit Loans of any Class Tranche in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and denominated in Dollars, (B2) one (1) four Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Committed Loans; (2B) any prepayment of Eurocurrency Rate Committed Loans shall be in a minimum Principal Amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.053.06. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), 2.06(a) shall be applied among the Borrower Facilities in such amounts as the Company may direct in its sole discretion select the Borrowing or Borrowings (and the order discretion. Each prepayment in respect of maturity of principal payments) to be repaid, and such payment a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Any Borrower may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Parent Borrower, at any time or from time to time voluntarily prepay any Class of Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to on the date of any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Parent Borrower, then, subject to clause (iii) below, the Borrower applicable 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Parent Borrower (on behalf of the applicable Borrowers) may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement. Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof in a manner determined at the discretion of the Parent Borrower (on behalf of the applicable Borrowers) and specified in the notice of prepayment (and absent such direction, in direct order of maturity). Each prepayment in respect of any Term Loans pursuant to this Section 2.05(a) may be applied to any Class of Term Loans as directed by the Parent Borrower (on behalf of the applicable Borrowers). In the event that the Parent Borrower (on behalf of the applicable Borrowers) does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Parent Borrower (on behalf of the applicable Borrowers) shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro-rata basis among Term Loan Classes.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any prepayment of Base Rate Loans, in each case, unless the Administrative Agent agrees to a shorter period in its discretion; (21) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (32) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If Subject to Section 2.05(iii) below, if such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans of any Class in whole or in part without premium (except as set forth in Section 2.15) or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 p.m., New York City time time, (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any partial prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a2.03(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to except as provided in Section 2.05(a)(iv2.15 below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York, New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any partial prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepaid and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments2.03(a) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares Shares; provided, that at the request of the Borrower, in lieu of such application on a pro rata basis among all Classes of Loans, such prepayment may be applied to any Class of Loans so long as the Maturity Date of such Class of Loans (or such Classes of Loans) precedes the Maturity Date of each other applicable share as provided for under this AgreementClass of Loans then outstanding or, in the event more than one Class of Loans shall have an identical Maturity Date, to such Classes on a pro rata basis.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Class of Term Loans of any Class or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv2.03(d)); provided that (1a) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time Time), (Ax) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (By) one (1) Business Day prior to any the date of prepayment of Base Rate Loans; (2b) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3c) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) and Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepaymentthe Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a), the Borrower may 2.03(a) shall be applied in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of principal paymentsthe Term Loans pursuant to Sections 2.05(a) to be repaid, or as otherwise directed by the Borrower; and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for Shares. All prepayments under this AgreementSection 2.03(a)(i) shall be subject to Section 2.03(d).

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and denominated in Dollars, (B2) one four (14) Business Day Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (3) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal Dollar Equivalent amount of $2,000,000, 1,000,000 or a whole multiple of the Dollar Equivalent amount of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan principal shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium (except as set forth in Section 2.05(a)(iii)) or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Term Loan and any Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Term B Loans pursuant to this Section 2.05(a), ) shall be applied at the direction of the Borrower may or, if not so directed, to the remaining principal repayment installments thereof in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity maturity. Each prepayment of principal paymentsany other Class of Term Loans pursuant to this Section 2.05(a) shall be applied as set forth in the applicable Additional Credit Extension Amendment. The prepayment of Revolving Credit Loans shall be made on a pro rata basis across all Classes of Revolving Credit Loans (except to the extent that any applicable Additional Credit Extension Amendment provides that the Class of Revolving Credit Loans established thereunder shall be repaid, and entitled to less than pro rata treatment). Each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term B Facility pursuant to this AgreementSection 2.05(a)(i) during the period from the Initial Funding Date through the date ten Business Days thereafter.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class or Classes or Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (subject to except as set forth in Section 2.05(a)(iv2.09(c); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York, New York City time in the case of Loans denominated in Dollars or London, England time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and denominated in Dollars, (B) one four (14) Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency and (C) on the date of prepayment of Base Rate Loans; (2) any partial prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstandingoutstanding (it being understood that Base Rate Loans shall be denominated in Dollars only); and (4) each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be applied pro rata to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans); provided that (x) in the case of a voluntary prepayment of Term Loans pursuant to this Section 2.05(a)(i), in lieu of such application on a pro rata basis to each Class of Term Loans, at any time the Borrower may, at its option, direct that such prepayment be applied (in which case it shall be applied) (I) first, to then outstanding Incremental Term B-2 Loans until all then outstanding Incremental Term B-2 Loans have been repaid in full, and (II) thereafter, to the successive Class or Classes of Term Loans with the then next earliest Maturity Date (ratably among such Classes, if multiple Classes exist with the same Maturity Date), until all such Term Loans have been repaid in full, and so on, and (y) it is understood and agreed that the preceding clause (4) may be modified as expressly provided in Section 2.15 or 2.16 in connection with a Refinancing Amendment or Extension Amendment, as the case may be. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepaid and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In Each prepayment of principal of, and interest on, Alternative Currency Revolving Credit Loans shall be made in the case of each relevant Alternative Currency (even if the Borrower is required to convert currency to do so). Each prepayment of the Loans of a given Class pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan principal shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice substantially in the form of Exhibit J to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to except as set forth in Section 2.05(a)(iv)2.05(a)(iii) below; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) (A) three U.S. Government Securities Business Days prior to any date of prepayment of Eurocurrency Rate Loans SOFR Loan and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (2) any prepayment of Eurocurrency Rate SOFR Loans shall be (x) in a minimum Principal Amount principal amount of $2,000,0003,000,000, or (y) a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be (x) in a minimum Principal Amount principal amount of $1,000,000 1,000,000, or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class(es) and Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if 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 SOFR Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the Borrower, subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate SOFR Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. In the case of Subject to Section 2.17, each prepayment of the Loans outstanding Term Loan Tranches pursuant to this Section 2.05(a) shall be applied to the Term Loan Tranche or Term Loan Tranches designated on such notice on a pro rata basis within such Term Loan Tranche. Subject to Section 2.17, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturity), the Borrower may but, in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaidany event, and such payment shall be paid on a pro rata basis to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementwithin such Term Loan Tranche.

Optional. (i) The Except as otherwise provided below in this Section 2.06(a), the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans, Working Capital RC Loans of any Class and Pre-Funded RC Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:30 p.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; and provided further, however, that, unless all Pre-Funded RC Loans are to be repaid in full and all Pre-Funded RC Commitments are to be terminated at the time of such prepayment, voluntary prepayments of Pre-Funded RC Loans only may be made with cash proceeds actually received by the Borrower after the Closing Date (including through capital contributions received from Holdings) from a Permitted Equity Issuance by Holdings or the Borrower. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class(es) and Type(s) of Loans to be prepaidprepaid and (i) in the case of a prepayment of Term Loans, the manner in which the Borrower elects to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.08(a), such prepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.08(a), and (ii) in the case of a partial prepayment of Pre-Funded RC Loans, a certification that such prepayment is being made with new cash equity proceeds as provided above in this Section 2.06(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.053.05(a). In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments2.06(a) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower Co-Borrowers may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Committed Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 2,500,000.00 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 500,000.00 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of such prepayment. If such notice is given by the BorrowerCo-Borrowers, the Borrower Co-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 Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.17, each such prepayment shall be applied to the case of each prepayment Committed Loans of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time time, voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. New York City time (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans and otherwise be in a form reasonably acceptable to the Administrative Agent. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment pursuant to this Section 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 on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)) shall be applied (i) to the Term A Facility or, if applicable, any Incremental Term Facilities as directed by the Borrower may in its sole discretion select the Borrowing or Borrowings and (and the order of maturity of principal paymentsii) to be repaidthe principal repayment installments of the applicable facility as directed by the Borrower (or, if no such direction is provided, on a pro rata basis) and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other of the applicable share as provided for under this Agreementfacility. Subject to Section 2.17, each prepayment of the outstanding Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata Shares of the Revolving Credit Facility.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (subject to except as expressly set forth in this Section 2.05(a)(iv2.05); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to on the date of any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Loan (other than prepayments of Base Rate Loan Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Each Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:30 p.m. (New York, New York City time or London, England time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans (or five (5) Business Days in the case of Loans denominated in Australian Dollars, Japanese Yen or Hong Kong Dollars) and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0005,000,000 or €5,000,000, as applicable, or a whole multiple of $1,000,000 500,000 or €500,000, as applicable, in excess thereofthereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans denominated in a currency other than Euros); and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 250,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Alternative Currency Loans shall be made in the relevant Alternative Currency. Each prepayment of principal of, and interest on, Term Loans denominated in Dollars shall be made in Dollars. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the applicable Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to except as provided in Section 2.05(a)(iv2.20 and Section 3.05, if applicable); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and CDOR Rate Loans and (B) one (1) Business Day prior to any on the day of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (2) any partial prepayment of Eurocurrency Rate Loans or CDOR Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof, or C$1,000,000 or a whole multiple of C$100,000 in excess thereof, as applicable, in the case of Term Loans or, if less, the entire principal amount of the relevant Class thereof then outstanding; and (3) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof thereof, or C$500,000 or a whole multiple of C$100,000 in excess thereof, as applicable, or, in each case, if less, the entire Principal Amount principal amount of the relevant Class thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepaid and, in the case of a prepayment of Term Loans, the manner in which such prepayment shall be applied to repayments thereof required pursuant to Section 2.07; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07, such prepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan or CDOR Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans of a given Class pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower Borrowers may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time elect to voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(ivexcept as provided in clause (iii) below); provided provided, that (1) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5 million or a whole multiple of $1,000,000 1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(esClass (or Classes) and Type(sType (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the BorrowerParent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a2.05(a)(i), the Borrower Parent may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The applicable Borrower may, upon, subject to clause (iii) below, written notice to the Administrative Agent by such Borrower pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,0005,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the applicable Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the applicable Borrower may in its sole discretion select the Borrowing or Borrowings (and and, subject to the order pro rata application within any Class of maturity of principal payments) Loans, any Class to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower Borrowers may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerBorrowers, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (subject to penalty, except as set forth in Section 2.05(a)(iv2.05(a)(vi); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:30 a.m. (New York City time time) (A) three two (2) Business Days prior to any date of prepayment of Eurocurrency Rate Loans (unless otherwise agreed by the Administrative Agent) and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount Dollar Equivalent of $2,000,0001,000,000, or a whole multiple of a Dollar Equivalent of $1,000,000 100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount Dollar Equivalent of $1,000,000 or a whole multiple of a Dollar Equivalent of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the a Borrower, the subject to clause (iii) below, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.053.10. Each prepayment of the principal of, and interest on, any Revolving Credit Loans denominated in an Available Currency shall be made in the relevant Available Currency. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the a Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part and, except as set forth below in clause (d) below, without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof; thereof and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepayment. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate any Loan pursuant to this Section 2.03(a) shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In Notwithstanding anything to the case contrary contained in this Agreement, the Borrower may rescind any notice of each prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the Loan, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of the Loans pursuant to this Section 2.05(a), 2.03(a) shall be applied in an order of priority to repayments thereof required pursuant to Section 2.04 as directed by the Borrower may and, absent such direction, shall be applied in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity of principal payments) to be repaid, and such payment shall be paid repayments thereof required pursuant to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementSection 2.04.

Optional. (i) The A Borrower may, upon, subject to clause (iii) below, written upon notice by the Parent Borrower substantially in the form of Exhibit L-1 to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to except as set forth in Section 2.05(a)(iv)2.05(a)(iii) below; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time time) (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans Loan and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (2) any prepayment of Eurocurrency Rate Loans shall be (x) in a minimum Principal Amount principal amount of $2,000,0002,000,000 (or the Alternative Currency Equivalent of such amount), or (y) a whole multiple of $1,000,000 (or the Alternative Currency Equivalent of such amount) in excess thereof; and (3) any prepayment of Base Rate Loans shall be (x) in a minimum Principal Amount principal amount of $1,000,000 500,000 (or the Alternative Currency Equivalent of such amount), or (y) a whole multiple of $500,000 (or the Alternative Currency Equivalent of such amount) in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date date, amount and amount currency of such prepayment and prepayment, the Class(es) and Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Eurocurrency Rate 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 Eurocurrency Rate Loans, absent direction by the Parent Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the applicable Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the Parent Borrower, subject to clause (ii) below, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. In Each prepayment of the case of principal of, and interest on, any Revolving Credit Loans denominated in an Alternative Currency shall be made in the relevant Alternative Currency. Subject to Section 2.17, each prepayment of the Loans outstanding Term Loan Tranches pursuant to this Section 2.05(a) shall be applied to the Term Loan Tranche or Term Loan Tranches designated on such notice on a pro rata basis within such Term Loan Tranche. Subject to Section 2.17, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Parent Borrower (or, if the Parent Borrower has not made such designation, in direct order of maturity), the Borrower may but, in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaidany event, and such payment shall be paid on a pro rata basis to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementwithin such Term Loan Tranche.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a), ) shall be applied to the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaidinstallments thereof on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower Borrowers may, upon, subject to clause (iii) belowSection 2.05(a)(iii), written upon notice to the Administrative Agent by the BorrowerBorrowers, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (subject to penalty, except as set forth in Section 2.05(a)(iv2.05(a)(vi); provided that that: (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:30 a.m. (A1) three two Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (Bunless otherwise agreed by the Administrative Agent) one or (12) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; (C) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding and (D) any prepayment shall be made in the currency of the applicable Loan. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the a Borrower, the subject to Section 2.05(a)(iii), such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.053.10. Each prepayment of the principal of, and interest on, any Revolving Credit Loans shall be made in the relevant Available Currency. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the a Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, uponupon notice (which notice, subject to clause Section 3.05, may state that such prepayment is conditioned upon the effectiveness of other credit facilities or any other event, in which case such notice may be revoked by the Borrower (iii) below, written by notice to the Administrative Agent by on or prior to the Borrowerspecified prepayment date) if such condition is not satisfied) to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(ivother than, in the case of any Incremental Term Loans, any premium contained in the applicable Incremental Amendment); provided that (1i) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If Prepayments of Revolving Credit Loans shall be made on a pro rata basis across all Revolving Credit Facilities. Subject to the first sentence in this Section 2.04(a), if such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of termination of the Revolving Credit Commitments and prepayment of Revolving Credit Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In 3.05 and any prepayment of a Base Rate Loan shall be accompanied by all accrued interest on the amount prepaid if such prepayment is accompanied by a termination of the Revolving Credit Commitments (in the case of each a prepayment of Revolving Credit Loans) or if such prepayment is of all outstanding Incremental Term Loans (in the Loans case of a prepayment of Incremental Term Loans). All payments made pursuant to this Section 2.05(a)2.04(a) shall be applied (i) on a pro rata basis to each Lender holding Loans of the applicable Facility (or, in the case of Revolving Credit Loans, the Borrower may Revolving Credit Facilities collectively) being prepaid and (ii) in its sole discretion select the Borrowing or Borrowings (and the case of any Incremental Term Loans, in direct order of maturity of principal payments) to be repaid, and such payment shall be paid installments thereof required pursuant to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementIncremental Amendment.

Optional. The Borrower shall have no right to prepay any principal amount of any Advance except as provided in this Section 2.05(a) and all notices given pursuant to this Section 2.05(a) shall be irrevocable and binding upon the Borrower (provided that any such notice as to the repayment in full of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied). Each payment of any Advance pursuant to this Section 2.05(a) shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part other than Advances owing to a Defaulting Lender as provided in Section 2.16. The Borrower may prepay the Advances, after giving by 11:00 a.m. (Houston, Texas time), (i) The Borrower mayin the case of Eurodollar Rate Advances, uponat least three Business Days’ or (ii) in the case of Reference Rate Advances, subject to clause (iii) below, same Business Day irrevocable prior written notice to the Administrative Agent by stating the Borrowerproposed date and aggregate principal amount of such prepayment. If any such notice is given, at any time or from time to time voluntarily the Borrower shall prepay Term Loans of any Class the Advances in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued and unpaid interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.11 as a result of such prepayment being made on such date and without payment of any other premium or penalty (subject to Section 2.05(a)(iv)penalty; provided provided, however, that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time each partial prepayment with respect to: (A) three Business Days prior any amounts prepaid in respect of Eurodollar Rate Advances shall be applied to any date Eurodollar Rate Advances comprising part of prepayment of Eurocurrency Rate Loans and the same Borrowing; (B) one (1) Business Day prior to any prepayment prepayments made in respect of Base Reference Rate Loans; (2) any prepayment of Eurocurrency Rate Loans Advances shall be made in a minimum Principal Amount of $2,000,000, or a whole multiple amount of $1,000,000 and in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple integral multiples of $500,000 in excess thereof orthereof, and (C) any prepayments made in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice respect of any Borrowing comprised of Eurodollar Rate Advances shall specify the date and be made in an aggregate principal amount of such prepayment at least $2,000,000 and the Class(es) and Type(s) in integral multiples of Loans to be prepaid$500,000 in excess thereof. The Administrative Agent will promptly notify each Appropriate Lender Full prepayments of its receipt any Borrowing are permitted without restriction of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementamounts.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.06; provided that that, unless otherwise agreed by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.053.06. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)) shall be applied to the principal repayment installments thereof on a pro-rata basis. Subject to Section 2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, upon written notice to the Administrative Agent by the Borrower(a “Prepayment Notice”), at any time or from time to time voluntarily prepay Term Loans of any Class made to the Borrower, in whole or in part without premium or penalty except as described in clause (subject to Section 2.05(a)(iv)iv) below; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m., (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 250,000 or a whole multiple of $500,000 50,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), ) shall be applied among the Facilities in such amounts as the Borrower may direct in its sole discretion select and, in the Borrowing or Borrowings (and case of the Term Loan Facilities, in direct order of maturity or as otherwise directed by the Borrower. Other than as set forth in Section 10.07(l), each prepayment made by the Borrower in respect of principal payments) to be repaid, and such payment a particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part and, except as set forth below in clause (d) below, without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0002,500,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; and (4) no Extended Term Loan under any Extended Term Facility shall be prepaid prior to the date on which all Term Loans of the Class from which such Extended Term Loans were converted unless such prepayment is accompanied by a pro rata prepayment of Term Loans under the original Class. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or, if such prepayment is being made pursuant to Section 2.05(c) or other applicable share provided for under this Agreement Section 10.07(k), such Lender’s share, of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares (other than if pursuant to Section 2.05(c) or other applicable share as provided for under this AgreementSection 10.07(k)).

Optional. (i) The Borrower may, upon, subject Subject to the last sentence of this Section 2.05(a)(i) and clause (iii) belowof this Section, written the Borrower may, upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium (other than as set forth below) or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 12:00 noon. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 300,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a), ) shall be applied (x) to the principal repayment installments thereof as directed by the Borrower may in its sole discretion select and (y) if no direction is so provided by the Borrowing or Borrowings (Borrower, ratably to the Term A Facility and the Term B Facility in direct order of maturity of principal payments) to be repaidmaturity, and subject to Section 2.16, each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loans pursuant to this AgreementSection 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Borrower Borrowers may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time elect to voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(ivexcept as provided in clause (iii) below); provided provided, that (1) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate SOFR Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate SOFR Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5 million or a whole multiple of $1,000,000 1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(esClass (or Classes) and Type(sType (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the BorrowerParent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurocurrency Rate SOFR Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a2.05(a)(i), the Borrower Parent may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (Ai) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 2,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a), ) shall be applied to the principal repayment installments thereof as directed by the Borrower may in its sole discretion select writing so long as such direction is operationally feasible for the Borrowing or Borrowings Administrative Agent (and in the absence of any direction, ratably between the Closing Date Term Loan and the Delayed Draw Term Loan and in direct order of maturity of to the remaining quarterly principal payments) installments thereof). Subject to be repaidSection 2.15, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Revolving Credit Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Revolving Credit Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (penalty, subject to Section 2.05(a)(iv)clause (a)(iv) below; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:30 p.m. (New York, New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under Shares. At the Company’s election in connection with any prepayment of Revolving Credit Loans pursuant to this AgreementSection 2.05(a), such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender and shall be reallocated among the relevant non-Defaulting Lenders.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:30 p.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Eurodollar Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Eurodollar Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000 (in the case of Revolving Credit Loans) or $2,000,000 (in the case of Term Loans) or, or in either case, a whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; (4) each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be applied to each Class of Term Loans pro rata (based on its respective TL Repayment Percentage at such time), and (5) each prepayment of Term Loans pursuant to this Section 2.05(a)(i), if in connection with or constituting a Repricing Event, shall be subject to Section 2.05(d). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Eurodollar Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments2.05(a)(i) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares Shares. Each prepayment of any Class or other applicable share as provided for under Classes of Term Loans pursuant to this AgreementSection 2.05(a)(i) shall be applied in order of maturity to the remaining installments of such Class or Classes of Term Loans.

Optional. (i) The Any Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:30 p.m. (New York, New York City time or London, England time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans); and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In Each prepayment of principal of, and interest on, Alternative Currency Loans shall be made in the case of each relevant Alternative Currency. Each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part subject to a prepayment fee as provided in Section 2.09(c), if applicable, and otherwise without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) 12:30 p.m. (New York, New York time) three (3) Business Days prior to any date of prepayment of Eurocurrency LIBO Rate Loans and (B) one 11:00 a.m. (1New York, New York time) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency LIBO Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency LIBO Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares Shares. Each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall reduce future scheduled amortization payments of Term Loans required pursuant to Section 2.07(a) as directed by the Borrower by written notice to the Administrative Agent at or other applicable share as prior to the time of such prepayment or, to the extent the Borrower has not provided for under this Agreementsuch notice to the Administrative Agent at the time of such prepayment, in the direct order of maturity to the Term Loans.

Optional. (i) The Parent Borrower (on behalf of itself or the Co-Borrowers in the case of Term Loans) may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class made to the Parent Borrower or such Co-Borrower, in each case, in whole or in part without premium or penalty except as described in clause (subject to Section 2.05(a)(iv)iv) below; provided provided, that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m., (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Parent Borrower, the Parent Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), ) shall be applied among the Facilities in such amounts as the Parent Borrower may direct in its sole discretion select discretion; provided that any prepayment of Term Loans under this Section 2.05(a) will be applied among the Borrowing or Borrowings (Original Term B Loans and the Term B-3 Loans, pro rata based on the aggregate outstanding principal amount of the Term Loans of each such Class, and, within each Class of Term Loans, such prepayment shall be applied, in direct order of maturity or as otherwise directed by the Parent Borrower. Other than as set forth in Section 10.07(k), each prepayment made by the Parent Borrower in respect of principal payments) to be repaid, and such payment a particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part and, except as set forth below in clause (d) below, without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0002,500,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; and (4) no Extended Term Loan under any Extended Term Facility shall be prepaid prior to the date on which all Term Loans of the Class from which such Extended Term Loans were converted unless such prepayment is accompanied by a pro rata prepayment of Term Loans under the original Class (or in the case of prepayments made on the Amendment No. 1 Effective Date, such shorter notice period as to which the Administrative Agent may consent). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or, if such prepayment is being made pursuant to Section 2.05(c) or other applicable share provided for under this Agreement Section 10.07(k), such Lender’s share, of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares (other than if pursuant to Section 2.05(c) or other applicable share as Section 10.07(k)). The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided for under that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of Term Loans of any Class pursuant to this Section 2.05(a) shall be applied in an order of priority to repayments thereof required pursuant to Section 2.07(a) as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a).

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans Loans, and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)) shall be applied as directed by the Borrower. Subject to Section 2.16, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans of any Class in whole or in part without premium or penalty (subject to except as expressly set forth in Section 2.05(a)(iv2.09(d)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000500,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed to by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. New York City time (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and or (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided, that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, 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. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a), ) shall be applied to the Borrower may principal repayment installments thereof in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity of principal payments) maturity. Subject to be repaidSection 2.15, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. Subject to Section 3.5 and Section 4.4, the Borrower may prepay any Loan at any time without premium or penalty. The Borrower shall notify the Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) The Borrower mayin the case of prepayment of a LIBOR Rate Loan, uponnot later than 11:00 a.m., subject to clause New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Base Rate Loan, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) belowin the case of prepayment of a Swingline Loan, written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon, New York City time (A) three Business Days prior to any time, on the date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class(es) and Type(s) of Loans each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.11, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.11. The Administrative Agent will promptly notify each Appropriate Lender of its Promptly following receipt of each any such noticenotice relating to a Revolving Loan, and the Agent shall advise the Lenders of the amount contents thereof. Each partial prepayment of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice any Revolving Loan shall be due and payable on the date specified thereinin accordance with Section 3.5. Any prepayment of a Eurocurrency Rate Loan Prepayments shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementextent required by Section 2.4.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, irrevocable written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv2.05(a)(iii)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon, New York City time time, (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) (subject to the requirements of Sections 2.13 and 2.14) and Type(s) of Loans and the order of Borrowing(s) to be prepaidrepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Term Loans pursuant to this Section 2.05(a2.05(a)(i), (x) each such prepayment shall be applied ratably to each Class of Term Loans then outstanding, (y) with respect to each Class of Term Loans, each such prepayment shall be applied to the Borrower may scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07 in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity of principal payments) to be repaidmaturity, and (z) each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementof such prepayment.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerPaying Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Paying Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Revolving Credit Loans shall be in a minimum Principal Amount principal amount of $2,000,000, not less than the Revolving Credit Borrowing Minimum or a whole multiple of $1,000,000 the Revolving Credit Borrowing Multiple in excess thereof; and (3) any prepayment of Base Rate Swing Line Loans shall be in a minimum Principal Amount principal amount of not less than $1,000,000 or a whole multiple of $500,000 in excess thereof 100,000 or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Paying Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of Except as set forth in Section 11.23, each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Paying Agent for distribution to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice from the Borrower to the Administrative Agent by the BorrowerAgent, at any time or from time to time time, voluntarily prepay the Term Loans of any Class Tranche (subject to Section 2.18 in the case of any Extended Term Loans) and/or Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans Loans, and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B)) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.053.07. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), 2.06(a) shall be applied among the Facilities in such amounts as the Borrower may direct in its sole discretion select discretion; provided that any such prepayment of any Class of Term Loans shall be applied against the Borrowing or Borrowings (and then remaining scheduled amortization payments under the Term Loans in order of maturity their maturities. Each prepayment in respect of principal payments) to be repaid, and such payment a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans of any Class in whole or in part without premium or penalty (subject to except as expressly set forth in Section 2.05(a)(iv2.09(d)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000500,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof1,000,000; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and and, subject to the order pro rata application within any Class of maturity of principal payments) Loans, any Class to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) i. The Borrower may, upon, subject to clause (iii) below, written upon notice by the Borrower substantially in the form of Exhibit G to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to except as set forth in Section 2.05(a)(iv)2.05(a)iii below; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. New York City time (A) three U.S. Government Securities Business Days prior to any date of prepayment of Eurocurrency Rate Loans and any SOFR Loan, (B) one (1) Business Day prior to any on the date of prepayment of any Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (2) any prepayment of Eurocurrency Rate SOFR Loans shall be (x) in a minimum Principal Amount principal amount of $2,000,0001,000,000 , or (y) a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be (x) in a minimum Principal Amount principal amount of $1,000,000 , or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class(es) and Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes Base Rate Loans, and/or SOFR Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans pro rata to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the Borrower, subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate SOFR Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. In the case of Subject to Section 2.17, each prepayment of the Loans an outstanding Term Loan Tranche pursuant to this Section 2.05(a)) shall be applied to the remaining amortization payments of the applicable Term Loan Tranche (or, if the Borrower may has not made such designation, in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity of principal paymentsmaturity) to be repaidor otherwise as directed by the Borrower, and such payment shall be paid but in any event on a pro rata basis to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other within such applicable share as provided for under this AgreementTerm Loan Tranche.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice from the Borrower to the Administrative Agent by the BorrowerAgent, at any time or from time to time time, voluntarily prepay the Term Loans of any Class Tranche and/or Revolving Credit Loans in whole or in part without premium or penalty (subject to except as otherwise provided in Section 2.05(a)(iv2.10(b); provided provided, that (1A) such notice must be received by the Administrative Agent not 75 XXXX:\98106221\28\78831.0005 later than 1:00 p.m. New York City time (A1) three 11:00 a.m. two Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans, (2) 11:00 a.m. on the date of prepayment of ABR Loans and (B3) one 1:00 p.m. (1London time) three Business Day prior to any Days before the date of prepayment of Base Rate LoansXXXXX Xxxxx; (2B) any prepayment of Eurocurrency Rate (1) Term SOFR Loans shall be in a minimum Principal Amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; (2) any prepayment of ABR Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or (3) any prepayment of XXXXX Loans shall be in a principal amount of £100,000 or a whole multiple of £100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate any Term SOFR Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.053.07. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), 2.06(a) shall be applied among the Facilities in such amounts as the Borrower may direct in its sole discretion select discretion. Each prepayment of the Borrowing Term Loans of any Class or Borrowings (and Classes made pursuant to this Section 2.06(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or Classes in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity maturity. Each prepayment in respect of principal payments) to be repaid, and such payment a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan principal shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Acquisition Term Loans or Term Loans pursuant to this Section 2.05(a), ) shall be applied to the Borrower may principal repayment installments thereof in its sole discretion select the Borrowing or Borrowings (and the inverse order of maturity of principal payments) maturity. Subject to be repaidSection 2.15, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Each Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class made to such Borrower in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. pm (New York, New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and denominated in Dollars, (B) one four (14) Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternate Currencies, and (C) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a minimum Principal Amount principal amount of $2,000,000, 500,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; (3) any prepayment of Eurocurrency Rate Loans denominated in Alternate Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (34) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 250,000 or a whole multiple of $500,000 50,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, whether such Loan to be prepaid is a Revolving Loan or a Swingline Loan, and the Class(es) and Type(s) of Loans to be prepaid, and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments2.03(a) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares. Voluntary prepayments of outstanding Revolving Loans by a Borrower shall be applied pro rata to the outstanding Revolving Loans of such Borrower and shall not result in a permanent reduction in the Revolving Commitments.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium (except as set forth in Section 2.05(a)(iii)) or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Term Loan and any Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Term B Loans pursuant to this Section 2.05(a), ) shall be applied at the direction of the Borrower may or, if not so directed, to the remaining principal repayment installments thereof in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity maturity. Each prepayment of principal paymentsany other Class of Term Loans pursuant to this Section 2.05(a) shall be applied as set forth in the applicable Additional Credit Extension Amendment. The prepayment of Revolving Credit Loans shall be made on a pro rata basis across all Classes of Revolving Credit Loans (except to the extent that any applicable Additional Credit Extension Amendment provides that the Class of Revolving Credit Loans established thereunder shall be repaid, and entitled to less than pro rata treatment). Each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerPayment Agent, at any time or from time to time voluntarily prepay Term Loans of under any Class Facility in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1i) such notice must be received by the Administrative Payment Agent not later than 1:00 p.m. New York City time 12:00 noon (Aeastern time) three Business Days prior to any on the date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any prepayment of Base Rate Loans; (2ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans under the respective Facility to be prepaid. The Administrative Payment Agent will promptly notify each Appropriate Lender the relevant Lenders of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement (if any) of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Loans pursuant to this Section 2.05(a), 2.04(a) shall be applied to the respective Facilities in the manner indicated by the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders under such Facility in accordance with their respective Pro Rata Shares or other applicable share as provided for under Shares. Prepayments made pursuant to this AgreementSection 2.04(a) of the Term Loans of any Term Facility shall be applied in accordance with Section 2.11(j).

Optional. (i) The Any Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by such Borrower or the Parent Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and denominated in Dollars or, solely with respect to Term A-2 Dollar Loans, Term SOFR Loans, (B) one four (14) Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in a Foreign Currency other than a Special Notice Currency, (C) five (5) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in a Special Notice Currency and (D) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans or Term SOFR Loans shall be in a minimum Principal Amount Dollar Equivalent amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount Dollar Equivalent amount of $1,000,000 500,000 or a whole Dollar Equivalent multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepaid (and, for the avoidance of doubt, may indicate the prepayments by more than one Borrower on such date in such amounts so specified, which, individually may be below any minimum or multiple but which in aggregate amount on any given date shall satisfy such minimum and multiple requirements). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Parent Borrower, the Borrower applicable Borrower(s) 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 Eurocurrency Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the prepaying Borrower or the Parent Borrower on its behalf may in its sole discretion select the Class or Classes of the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (subject to except as expressly set forth in Section 2.05(a)(iv2.09(d)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000500,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower Borrowers may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerBorrowers, at any time or from time to time voluntarily prepay Term any Class or Classes of Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (subject to other than as required by Section 2.05(a)(iv3.05); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:30 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower Borrowers may in its sole discretion select the Class or Classes of Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement; provided that optional prepayments shall be applied (i) first, to accrued interest on the amount of Revolving Credit Loans prepaid, and (ii) second, to the outstanding principal amount of any class of Revolving Credit Loans. Notwithstanding anything to the contrary in this Agreement, (x) after any Extension, the Borrower may voluntarily prepay any Borrowing of any Class of non-extended Revolving Credit Loans (and terminate the related Revolving Credit Commitment) pursuant to which the related Extension Offer was made or may voluntarily prepay any Borrowing of any Extended Revolving Credit Loans (and terminate the related Extended Revolving Credit Commitment) pursuant to which the related Extension Offer was made without any obligation to voluntarily prepay the corresponding non-extended Revolving Credit Loans and (y) after the incurrence or issuance of any Revolving Credit Loans pursuant to any Incremental Revolving Credit Commitments, the Borrower may voluntarily prepay (and terminate the related Commitment with respect to) any Borrowing of any other Revolving Credit Loans without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) any Class of Loans issued under any Incremental Revolving Credit Commitments, or may voluntarily prepay (and terminate the related Commitment with respect to) any Borrowing of any Class of Loans issued under any Incremental Revolving Credit Commitments without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) any Revolving Credit Loans.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv2.05(c)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000500,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 250,000 or a whole multiple of $500,000 50,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share of such prepayment as provided for under this Agreement.

Optional. (i) The Borrower mayprincipal amount of any Base Rate Advance, uponincluding any Swingline Loan, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower, may be prepaid in full or ratably in part at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part time, without premium or penalty and without regard to the Payment Date for such Advance. The principal amount of any LIBOR Advance may be prepaid in full or ratably in part, upon three (subject 3) Business Days’ prior written notice (in the case of any LIBOR Advance denominated in Dollars) or upon four (4) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior written notice (in the case of any LIBOR Advance denominated in an Alternative Currency), or telephonic notice followed immediately by written notice, to the Administrative Agent, without premium or penalty; provided, however, that, to the extent prepaid prior to the applicable Payment Date for such LIBOR Advance, the Company or the relevant Subsidiary Borrower shall reimburse the applicable Lenders, on the earlier of demand by the applicable Lender or the Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.05(a)(iv)2.9 hereof; and provided further, however, that (1i) such the Company’s or any relevant Subsidiary Borrower’s failure to confirm any telephonic notice must be received with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent not later than 1:00 p.m. New York City time and (Aii) three Business Days prior to any date notice of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to given hereunder may be revoked by the relevant Borrower at any time. Any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans hereunder shall be in a minimum Principal Amount amounts of not less than $2,000,000, or a whole 2,000,000.00 and in an integral multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding1,000,000.00. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans Amounts prepaid pursuant to this Section 2.05(a2.6(a), with respect to the Borrower Revolving Loans or Swingline Loans, shall be fully revolving and accordingly may in its sole discretion select be reborrowed, subject to the Borrowing or Borrowings (terms and the order of maturity of principal payments) to be repaid, and such payment conditions hereof. Amounts prepaid shall be paid to together with accrued interest on the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementamount so prepaid.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), each Borrower may, upon, subject to clause (iii) below, written upon notice from the U.S. Borrower to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term B Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 10:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans, (2) four Business Days (or five, in the case of prepayment of Loans and (Bdenominated in Special Notice Currencies) one (1) Business Day prior to any date of prepayment of Eurodollar Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of at least $2,000,000, 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, the entire principal amount of the respective Borrowing); (C) any prepayment of Eurodollar Rate Loans denominated in Alternative Currencies shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), and (3D) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the U.S. Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term B Loans pursuant to this Section 2.05(a), ) shall be applied to the Borrower may principal repayment installments thereof in its sole the U.S. Borrower’s discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the U.S. Borrower shall not be permitted to prepay the Term B Facility pursuant to this AgreementSection 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The From and after the first anniversary of the Closing Date, the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) least three Business Days prior to any the date of prepayment such prepayment, in the case of Eurocurrency Rate Loans Loans, and not later than noon (BNew York City time) one (1) Business Day prior to any prepayment on the date of such prepayment, in the case of Base Rate Loans, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall (subject to the last sentence of this Section 2.10(a)(i)), prepay the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (2x) any each partial prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount an aggregate principal amount of $2,000,000, not less than the Borrowing Minimum or a whole multiple of $1,000,000 Borrowing Multiple in excess thereof; and , (3y) in the event of any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan Loan, the Borrower shall be accompanied by all accrued interest thereon obligated to such date, together with any additional amounts required reimburse the Lenders in respect thereof pursuant to Section 3.05. In the case of each 9.04 (if applicable) and (z) any prepayment of the B Term Loans shall also be subject to Section 2.10(a)(ii) below. Any prepayments pursuant to this Section 2.05(a)2.10(a) may be made with respect to one or more Facilities as may be determined by the Borrower and shall not be required to be made ratably across the Facilities. Any prepayment with respect to the Term Facility shall be applied to the remaining amortization payments thereunder as directed by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may state that any notice of prepayment under this Section 2.10(a) is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in its sole discretion select which case such notice may be revoked by the Borrowing or Borrowings Borrower (and the order of maturity of principal payments) to be repaid, and such payment shall be paid by written notice to the Appropriate Lenders in accordance with their respective Pro Rata Shares Agent on or other applicable share as provided for under this Agreementprior to the specified effective date) if such condition is not satisfied.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Revolving Credit Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Subject to the last sentence of this Section 2.04(a), the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of under any Class Facility in whole or in part without premium or penalty (subject except as provided in Section 2.08(c) with respect to Section 2.05(a)(ivany Repricing Event); provided that (1i) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 12:00 noon (Eastern Time) (A) three Business Days prior to any date of prepayment of Eurocurrency LIBOR Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurocurrency LIBOR Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 100,000 or a whole multiple of $1,000,000 10,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 100,000 or a whole multiple of $500,000 10,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstandingoutstanding or as otherwise may be agreed by the Administrative Agent. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency LIBOR Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.053.05 to the extent the Borrower has been made aware of such amounts at the time of the prepayment. In the case of each Each prepayment of the Term Loans A pursuant to this Section 2.05(a), 2.04(a) shall be applied first to the Borrower may in its sole discretion select Term A Facility ratably to the Borrowing or Borrowings (and the order of maturity of respective principal payments) to be repaidrepayment installments thereof, and each such payment prepayment shall be paid to the Appropriate Term A Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under Applicable Percentages. Each prepayment of the Term Loans B pursuant to this AgreementSection 2.04(a) shall be applied first to the Term B Facility ratably to the respective principal repayment installments thereof, and each such prepayment shall be paid to the Term B Lenders in accordance with their respective Applicable Percentages. No voluntary prepayment of any Revolving Credit Loans shall result in the reduction of the Revolving Credit Commitments unless requested by the Borrower pursuant to Section 2.05(a) hereof.

Optional. (i) The Borrower may, upon, subject to clause (iii‎(iii) below, written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (BA) one (1) Business Day prior to any prepayment of Base Rate Loans, in each case, unless the Administrative Agent agrees to a shorter period in its discretion; (21) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (31) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that from the Amendment No. 5 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be prepaid on a pro rata basis between the Non-Extended Revolving Credit Facility and the Extended Revolving Credit Facility. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If Subject to Section 2.05(iii) below, if such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section ‎Section 3.05. In the case of each prepayment of the Loans pursuant to this Section ‎Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of 118 principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower 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, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans any Tranche or Tranches of any Class Loans, in whole or in part part, without premium or penalty (subject to other than as set forth in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term SOFR Loans or Eurocurrency Rate Loans (or three RFR Business Days prior to any date of prepayment of RFR Loans), and (B) one (1) Business Day prior to any the date of prepayment of Base Rate Loans; (2) any prepayment of Term SOFR Loans or Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall be substantially in the form of Exhibit H and shall specify the date and amount of such prepayment prepayment, the Class, Tranche(s) and the Class(es) and Type(s) of Loans to be prepaid, and if Term SOFR Loans or Eurocurrency Rate 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 or RFR Loans and Term SOFR Loans or Eurocurrency Rate Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans or RFR Loans to the full extent thereof before application to Term SOFR Loans or Eurocurrency Rate 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 Appropriate applicable Lender of its receipt of each such notice, notice and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment, if any. If such notice is given by the BorrowerHoldings, the Borrower 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 Term SOFR Loan or a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class or Classes in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)); provided that (1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaidprepaid (and, for the avoidance of doubt, may indicate the prepayment by more than one Borrower on such date in such amounts so specified, which, individually may be below any minimum and multiple requirements). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the prepaying Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower Borrowers may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Lead Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any prepayment of Base Rate Loans, in each case, unless the Administrative Agent agrees to a shorter period in its discretion; (21) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (32) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If Subject to Section 2.05(iii) below, if such notice is given by the Lead Borrower, the Borrower 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Lead Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Subject to the provisions of Section 2.05(b)(x), the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:30 p.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Eurodollar Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Eurodollar Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000 (in the case of Revolving Credit Loans) or $5,000,000 (in the case of Term Loans) or, or in either case, a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Eurodollar Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Class of Term Loans of any Class or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv2.03(d)); provided that (1a) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time Time), (Ax) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans and (By) one (1) Business Day prior to any the date of prepayment of Base Rate Loans; (2b) any prepayment of Eurocurrency Rate Term SOFR Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3c) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) and Type(s) of Term Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepaymentthe Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Term SOFR Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a), the Borrower may 2.03(a) shall be applied in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of principal paymentsthe Term Loans pursuant to Sections 2.05(a) to be repaid, or as otherwise directed by the Borrower; and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for Shares. All prepayments under this AgreementSection 2.03(a)(i) shall be subject to Section 2.03(d).

Optional. (i) The Any Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the Parent Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepaid (and, for the avoidance of doubt, may indicate the prepayments by more than one Borrower on such date in such amounts so specified, which, individually may be below any minimum or multiple but which in aggregate amount on any given date shall satisfy such minimum and multiple requirements). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Parent Borrower, the Borrower applicable Borrower(s) 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the prepaying Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Subject to Section 2.03(a)(v), the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Class of Term Loans of any Class or Incremental Second Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv2.03(d)); provided that (1a) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time Time), (Ax) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (By) one (1) Business Day prior to any the date of prepayment of Base Rate Loans; (2b) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3c) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) and Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepaymentthe Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments2.03(a) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for Shares. All prepayments under this AgreementSection 2.03(a)(i) shall be subject to Section 2.03(d).

Optional. The Borrower shall have no right to optionally prepay any principal amount of any Advance except as provided in this Section 2.04(a) and all notices given pursuant to this Section 2.04(a) shall be irrevocable and binding upon the Borrower (iprovided that any such notice as to the repayment in full of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied). Each payment of any Advance pursuant to this Section 2.04(a) shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part other than Advances owing to a Defaulting Lender as provided in Section 2.15. The Borrower may, uponto the extent permitted under the First Lien Credit Agreement and the Intercreditor Agreement, subject to clause prepay the Advances, after giving by 12:00 p.m. (iiiNew York City time), (i) belowin the case of Eurodollar Rate Advances, at least three Business Days’ or (ii) in the case of Reference Rate Advances, same Business Day irrevocable prior written notice to the Administrative Agent by stating the Borrowerproposed date and aggregate principal amount of such prepayment. If any such notice is given, at any time or from time to time voluntarily the Borrower shall prepay Term Loans of any Class the Advances in whole or ratably in part without premium or penalty (subject in an aggregate principal amount equal to the amount specified in such notice, together with accrued and unpaid interest to the date of such prepayment on the principal amount prepaid, any Applicable Premium, and amounts if any, required to be paid pursuant to Section 2.05(a)(iv)2.10; provided provided, however, that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time each partial prepayment with respect to: (A) three Business Days prior any amounts prepaid in respect of Eurodollar Rate Advances shall be applied to any date Eurodollar Rate Advances comprising part of prepayment of Eurocurrency Rate Loans and the same Borrowing; (B) one (1) Business Day prior to any prepayment prepayments made in respect of Base Reference Rate Loans; (2) any prepayment of Eurocurrency Rate Loans Advances shall be made in a minimum Principal Amount of $2,000,000, or a whole multiple amount of $1,000,000 and in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple integral multiples of $500,000 in excess thereof orthereof, and (C) any prepayments made in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice respect of any Borrowing comprised of Eurodollar Rate Advances shall specify the date and be made in an aggregate principal amount of such prepayment at least $2,000,000 and the Class(es) and Type(s) in integral multiples of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified $500,000 in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementexcess thereof.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to except as provided in Section 2.05(a)(iv2.23, if applicable); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (New York City time time) (AI) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurocurrency SOFR Rate Loans, (II) on the day of prepayment of Base Rate Loans and (BIII) one solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 3.03, five (15) U.S. Government Securities Business Day Days prior to any date of prepayment of Base Rate RFR Loans; (2) any partial prepayment of Eurocurrency SOFR Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 100,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepaid and the manner in which such prepayment shall be applied to repayments thereof required pursuant to Section 2.07; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07, such prepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency SOFR Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans of a given Class pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by (or with respect to Swing Line Loans, the BorrowerSwing Line Lender (with a copy to the Administrative Agent) substantially in the form of Exhibit A-3 hereto or another form reasonably acceptable to the Administrative Agent (or the Swing Line Lender, as applicable), at any time or from time to time voluntarily prepay any Class or Classes of Term Loans, Revolving Credit Loans and Swing Line Loans of any Class or Classes in whole or in part without premium or penalty (subject to except as expressly set forth in this Section 2.05(a)(iv2.05); provided that (1) such notice must be received by the Administrative Agent (or the Swing Line Lender, if applicable) not later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to on the date of any prepayment of Base Rate Loans (including Swing Line Loans) (or, for each of clauses (A) or (B), such later date as may be agreed by the Administrative Agent); (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 (or $100,000 in the case of Swing Line Loans) or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Loan (other than prepayments of Base Rate Loan Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The i)Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)) shall be applied to the principal repayment installments thereof as directed by the Borrower; provided that in the event that the Borrower does not specify the order in which to apply prepayments, the Borrower may shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in its sole discretion select the Borrowing or Borrowings reverse in writing (and in the absence of any direction, in direct order of maturity of principal payments) to be repaidmaturity, and subject to the remaining quarterly principal installments thereof). Subject to Section 2.17, each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Facility pursuant to this AgreementSection 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Borrower Subject to Section 2.05(c), the Company may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)part; provided that (1x) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans Eurodollar Loans, and (B) one (1) Business Day prior to any date of prepayment of Base Rate ABR Loans; (2y) any prepayment of Eurocurrency Rate Eurodollar Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3z) any prepayment of Base Rate ABR Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans; provided that a notice of prepayment given pursuant to this Section 2.05(a) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company 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 Eurocurrency Rate Eurodollar Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro‑rata basis), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) and, subject to be repaidSection 2.16, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in the relevant Facility.

Optional. (i) The Each Borrower may, upon, subject to clause (iii) below, written upon notice to the applicable Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class (other than Canadian BAs) in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the applicable Administrative Agent not later than 1:00 12:30 p.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 (or, in the case of Canadian Loans denominated in Canadian Dollars Cdn$500,000) or a whole multiple of $500,000 100,000 (or, in the case of Canadian Loans denominated in Canadian Dollars Cdn$100,000) in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstandingoutstanding and (4) any such prepayment of Revolving Credit Loans of any Tranche shall be made pro rata among the Revolving Credit Loans of such Tranche of the same Type of all Lenders that have made such Revolving Credit Loans. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The applicable Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term B Loans pursuant to this Section 2.05(a), the Borrower may ) shall be applied to any principal repayment installments thereof in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementmaturity.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by in the Borrowerform of a Prepayment Notice, at any time or from time to time time, voluntarily prepay Term the Loans of any Class in whole or in part part, without premium or penalty (subject to Section 2.05(a)(iv)except as specified in the following sentence; provided that (1x) such notice Prepayment Notice must be received by the Administrative Agent not later than 1:00 p.m. pm (New York City time (Atime) three one Business Days Day prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any prepayment of Base Rate Loans; (2y) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof orthereof, in each case, or if less, the entire Principal Amount principal amount thereof then outstanding. Any prepayment of Initial Term Loans made on or prior to the date that is the second anniversary of the Closing Date shall be accompanied by the payment of the Prepayment Premium described in Section 2.11(b). Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid, and the payment amount specified in each Prepayment Notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, a Prepayment Notice and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower; provided, the Borrower shall make such prepayment and the payment amount specified “non-consenting” Lenders may be repaid on a non-pro rata basis in such notice shall be due and payable on the date specified thereinconnection with an Extension Offer or a Refinancing Amendment. Any prepayment of a Eurocurrency Rate Loan Loans shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant subject to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a2.07(c), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject subject, in the case of Term B Loans, to Section 2.05(a)(iv2.05(d)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment pursuant to this Section 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 on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)) shall be applied (i) to the Term A Facility, the Term B Facility or, if applicable, any Incremental Term Facilities as directed by the Borrower may in its sole discretion select the Borrowing or Borrowings and (and the order of maturity of principal paymentsii) to be repaid, the principal repayment installments of the applicable facility on a pro rata basis and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other of the applicable share as provided for under this Agreementfacility. Subject to Section 2.17, each prepayment of the outstanding Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata Shares of the Revolving Credit Facility.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A1) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurocurrency SOFR Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency SOFR Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 250,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency SOFR Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans and (By) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Rate Term SOFR Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided that so long as such conditionality is included in the relevant notice, any such notice of prepayment may be conditioned upon the effectiveness of other transactions (including any credit facilities or capital raising, the consummation of any Disposition or the occurrence of a Eurocurrency Rate Loan shall change of control), in which case such notice may be accompanied revoked by all accrued interest thereon the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such date, together with any additional amounts required pursuant condition is not satisfied. Subject to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by in a writing substantially in the Borrowerform of Exhibit I, at any time or from time to time elect to voluntarily prepay Term Loans of any Class or Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(ivexcept as provided in clause (ii) below); provided provided, that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any partial prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a minimum Principal Amount principal amount of $2,000,0005 million, or a whole multiple of $1,000,000 100,000, in excess thereof; and (3) any partial prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(esClass (or Classes) and Type(sType (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a)(i) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required then due pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of the Revolving Facility.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, irrevocable written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000750,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice from the Borrower to the Administrative Agent by the BorrowerAgent, at any time or from time to time time, voluntarily prepay the Term Loans of any Class Tranche (subject to Section 2.18 in the case of any Extended Term Loans) and/or Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided provided, that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans Loans, and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any B)any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.053.07. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), 2.06(a) shall be applied (i) among the Facilities in such amounts as the Borrower may direct in its sole discretion select discretion. Each prepayment of the Borrowing Term Loans of any Class or Borrowings (and Classes made pursuant to this Section 2.06(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or Classes in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity maturity. Each prepayment in respect of principal payments) to be repaid, and such payment a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Joint Administrative Agent by pursuant to delivery to the BorrowerJoint Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed by the Joint Administrative Agent, (1A) such notice must be received by the Joint Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Joint Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan principal shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. New York City time 11:00 a.m. (A1) three U.S. Government Securities Business Days prior to any date of prepayment of Eurocurrency Rate Loans SOFR Loans, and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Rate SOFR Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any other specified event, in which case such notice of prepayment may, subject to Section 3.05, be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any prepayment of a Eurocurrency Rate SOFR Loan shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)2.05(a)(i) shall be applied as directed by the Borrower. Subject to Section 2.16, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class or Classes of Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time time) (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurocurrency Rate SOFR Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate SOFR Loans shall be in a minimum Principal Amount principal amount of $2,000,0001,000,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate SOFR Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower maymay on any Business Day, upon, subject upon notice (a “Notice of Conversion”) given to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York City time (Atime) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) on the third Business Day prior to the date of the proposed Conversion or continuation, in the case of the Conversion or continuation of any prepayment Advances (or portion thereof) into or as Term SOFR Rate Advances, and on the same Business Day, in the case of the Conversion of any Advances (or portion thereof) into Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,000Advances, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orsubject, in each case, if lessto the provisions of Sections 2.07 and 2.10, Convert (or in the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount case of such prepayment and the Class(esTerm SOFR Rate Advances, continue) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and all or any portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of Term SOFR Rate Advances into Base Rate Advances or continuation of Term SOFR Rate Advances shall be made only on the last day of an Interest Period for such Term SOFR Rate Advances, any Conversion of Base Rate Advances into Term SOFR Rate Advances shall be in an amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by not less than the Borrower, the Borrower shall make such prepayment and the payment minimum amount specified in such notice Section 2.02(c), no Conversion of any Advances (or portion thereof) shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances (or portion thereof) comprising part of the same Borrowing under any Facility shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to made ratably among the Appropriate Lenders in accordance with their respective Pro Rata Shares Commitments under such Facility. Each such Notice of Conversion or other applicable share as provided continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or continuation, (ii) the aggregate amount of the Advances (or portion thereof) to be Converted or continued and (iii) if such Conversion or continuation is into Term SOFR Rate Advances, the duration of the initial Interest Period for under this Agreementsuch Advances (or portion thereof). Each Notice of Conversion shall be irrevocable and binding on the Borrower.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time thereafter, without premium or penalty, voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)part; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,0002,500,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; provided further that repayments of any Revolving Credit Loans shall be made ratably among the Class A Revolving Credit Loans and the Class B Revolving Credit Loans, other than prepayments in connection with a non-pro-rata reduction of the Revolving Credit Commitments. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Revolving Credit Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by pursuant to delivery to the BorrowerAdministrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that that, unless otherwise agreed by the Administrative Agent, (1A) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. New York City time (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan principal shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementApplicable Percentages.

Optional. (i) The Borrower Borrowers may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. New York City time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) penalty, upon at least one (1) Business Day prior Day's notice in the case of Prime Rate Advances and three (3) Business Days' notice in the case of Eurodollar Rate Advances, in each case to any the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrowers shall, prepay the outstanding aggregate principal amount of the Advances, in whole or ratably in part, together with accrued interest to the date of such prepayment of Base Rate Loanson the aggregate principal amount prepaid; PROVIDED, HOWEVER, that (2i) any each partial prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount an aggregate principal amount of at least $2,000,0001,000,000, or a whole an integral multiple of $1,000,000 in excess thereof; thereof and (3ii) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each no such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan Advance shall be accompanied made other than on the last day of an Interest Period therefor without payment by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment Borrowers of the Loans amounts provided for in Section 11.4(c). Each prepayment made pursuant to this Section 2.05(a)2.6(a) shall, at the Borrower may Borrowers' joint option be applied to either (i) repay the Facilities in its sole discretion select the Borrowing following manner: FIRST, to prepay Letter of Credit Advances then outstanding until such Advances are paid in full; SECOND, to prepay Swing Line Advances then outstanding until such Advances are paid in full; and THIRD, to prepay Revolving Credit Advances then outstanding until such Revolving Credit Advances are paid in full; or Borrowings (ii) repay the Facilities in the following manner: FIRST, ratably to the Term A Facility and the order of maturity Term B Facility, and ratably to each unpaid installment of principal payments) of each of the Term Facilities until such installments are paid in full; SECOND, to be repaidprepay Letter of Credit Advances then outstanding until such Advances are paid in full; THIRD, to prepay Swing Line Advances then outstanding until such Advances are paid in full; FOURTH, to prepay Revolving Credit Advances then outstanding until such Revolving Credit Advances are paid in full; and FIFTH, deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing under any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such payment funds shall be paid applied to reimburse the Appropriate Lenders in accordance with their respective Pro Rata Shares Issuing Bank or other applicable share the Revolving Credit Lenders, as provided for under this Agreementapplicable.

Optional. (i) The Borrower Borrowers may, upon, subject to clause (iii) below, written upon notice by the Parent Borrower to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to except as specified in Section 2.05(a)(iv2.09(b); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York, New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans Loans, and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any partial prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans (other than Swing Line Loans and Protective Advances) shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Notwithstanding the foregoing, except as required pursuant to Section 2.06(a), Section 2.14(j) and/or Section 6.17, no voluntary prepayment of the Term Loans shall be made at any time there are Revolving Credit Commitments outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepaid and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementand in the case of Term Loans, subject to the premium specified in Section 2.09(b).

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject except to the extent provided in Section 2.05(a)(iv2.05(d)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (New York, New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of (x) $2,000,000, 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof in the case of Term Loans; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In Subject to the case pro rata application within any Class of Loans, the Borrower may allocate each prepayment of the Loans pursuant to this Section 2.05(a) in its sole discretion among the Class or Classes of Loans as the Borrower may specify, subject only to the following limitations: the Borrower may not prepay any Post-Restatement Date Extended Loan of any Extension Series pursuant to this Section 2.05(a)(i) unless such prepayment is accompanied by at least a pro rata prepayment of loans of the existing class as to which such Post-Restatement Date Extended Loans were extended (or such existing class has otherwise been paid in full). For the avoidance of doubt, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order prepay loans of maturity of principal payments) an existing Class without any requirement to be repaid, and prepay Post-Restatement Date Extended Loans that were extended from such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementexisting Class.

Optional. (i) The Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the BorrowerDIP Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative DIP Agent not later than 1:00 p.m. 11:00 a.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any partial prepayment of Eurocurrency Rate Term SOFR Loans shall be in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 (or such other amount as is the remainder of the applicable Loan) in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount principal amount of $1,000,000 or a whole multiple of $500,000 (or such other amount as is the remainder of the applicable Loan) in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment prepaid and the payment amount specified in such notice shall be due and payable on the date specified therein. The DIP Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such share provided for under this Agreement of such prepayment. Any prepayment of a Eurocurrency Rate Term SOFR Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans Loan pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments2.03(a) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementshare.

Optional. (i) The Borrower Borrowers may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by Lender pursuant to delivery to the BorrowerLender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class and/or Reducing Revolving Loans in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)3.05; provided that provided, that, unless otherwise agreed by the Lender (1i) such notice must be received by the Administrative Agent Lender not later than 1:00 p.m. New York City time 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans Loans, and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be (x) with respect to the Revolving Facility, in a minimum Principal Amount principal amount of $2,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, and (y) with respect to any Reducing Revolving Loans, in aif less, the entire principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof then outstanding; and (3iii) any prepayment of Base Rate Loans shall be (x) with respect to the Revolving Facility, in a minimum Principal Amount principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, and (y) with respect to any Reducing Revolving Loans, in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each casecase or, if less, the entire Principal Amount principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount Interest Period(s) of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepaymentLoans. If such notice is given by the BorrowerBorrowers, the Borrower 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 Eurocurrency Rate Loan principal shall be accompanied by all accrued interest thereon to such dateon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Reducing Revolving Loans pursuant to this Section 2.05(a), 2.04(a) shall be applied to the Borrower may principal repayment installments thereof in its sole discretion select the Borrowing or Borrowings (and the direct order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreementmaturity.

Optional. (i) The Any Borrower may, upon, subject to clause (iii) below, written upon notice to the Administrative Agent by the Parent Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (subject to Section 2.05(a)(iv)penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount principal amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepaid (and, for the avoidance of doubt, may indicate the prepayments by more than one Borrower on such date in such amounts so specified, which, individually may be below any minimum or multiple but which in aggregate amount on any given date shall satisfy such minimum and multiple requirements). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Parent Borrower, the Borrower applicable Borrower(s) 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such datethereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the prepaying Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this AgreementShares. For the avoidance of doubt, the prepaying Borrower may prepay Tranche A Revolving Credit Loans and/or Tranche B Revolving Credit Loans in its sole discretion.