Common use of Optional Clause in Contracts

Optional. The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii) any prepayment of Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.

Optional. The Company Borrower may, upon notice to the Administrative Agent Lender pursuant to delivery to the Administrative Agent Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and/or Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that that, unless otherwise agreed by the Lender (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business 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 (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 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 date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount Interest Period(s) of such Lender’s Applicable Percentage of such prepaymentLoans. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity.

Optional. (i) The Company mayBorrower, upon written notice to the Administrative Agent pursuant to delivery to by the Administrative Agent of a Notice of Loan PrepaymentBorrower, may voluntarily prepay at any time or from time to time voluntarily prepay Committed Term Loans of any Class in whole or in part without premium or penalty (subject to Section 3.062.05(a)(iv)); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of such Loans in connection with the one (1) Business Day prior to any prepayment of Base Rate LoansLoans in each case, unless the Administrative Agent agrees to a shorter period in its discretion; (ii2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $500,000 2,000,000 or a whole multiple of $100,000 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. 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.063.05. 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 application of such prepayment to scheduled maturities 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. The Company Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans under any Facility in whole or in part without premium or penalty subject (except as provided in Section 2.08(c) with respect to Section 3.06any Repricing Event); provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (Eastern Time) (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar LIBOR Rate Loans and (B) on the one Business Day prior to any date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $10,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $10,000 in excess thereof or, in each case, if less, the entire 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 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05 to the extent the Borrower has been made aware of such amounts at the time of the prepayment. Each prepayment of the Term Loans A pursuant to this Section 2.04(a) shall be applied first to the Term A Facility ratably to the respective principal repayment installments thereof, and each such prepayment shall be paid to the Term A Lenders in accordance with their respective Applicable Percentages. Each prepayment of the Term Loans B pursuant to this Section 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. The Company mayBorrower 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. 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, upon after giving by 11:00 a.m. (Houston, Texas time), (i) in the case of Eurodollar Rate Advances, at least three Business Days’ or (ii) in the case of Reference Rate Advances, same Business Day’s, irrevocable prior written notice to the Administrative Agent pursuant to delivery to stating the Administrative Agent proposed date and aggregate principal amount of a Notice of Loan Prepaymentsuch prepayment. If any such notice is given, at any time or from time to time voluntarily the Borrower shall prepay Committed Loans the Advances in whole or ratably in part without premium or penalty subject to Section 3.06; provided that (i) such notice must be in a form acceptable an aggregate principal amount equal to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date; provided, however, that each partial prepayment with respect to: (A) any amounts prepaid in connection with the prepayment respect of Eurodollar Rate Loans and Advances shall be applied to Eurodollar Rate Advances comprising part of the same Borrowing; (B) on the date any prepayments made in respect of Reference Rate Advances shall be made in a minimum amounts of $1,000,000 and in integral multiples of $250,000 in excess thereof, (C) any prepayments made in respect of any Borrowing comprised of Eurodollar Rate Advances shall be made in an aggregate principal amount of at least $3,000,000 and in integral multiples of $1,000,000 in excess thereof, and in an aggregate principal amount such that after giving effect thereto such Borrowing shall have a remaining principal amount outstanding with respect to such Borrowing of at least $3,000,000, and (D)(1) if an AutoBorrow Agreement is not in effect, each optional prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii) any prepayment of Loans Swing Line Advances shall be in a principal minimum amount of not less than $500,000 or a whole and in multiple integrals of $100,000 in excess thereof or, and (2) if an AutoBorrow Agreement is in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c)effect, each prepayment of Loans pursuant to the foregoing Swing Line Advances shall be applied, to the remaining principal repayment installments made as provided in such AutoBorrow Agreement.. Full prepayments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment Borrowing are permitted without restriction of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06amounts.

Optional. The Company Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. 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, and each such prepayment shall be paid to the Lenders in accordance with their respective 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 Loan Facility pursuant to this Section 2.05(a) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Company Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 3.062.05(a)(iv); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon New York City time (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Term Benchmark Loans or Alternative Currency Daily Rate Loans and (B) on the date of prepayment of such Loans in connection with the one (1) Business Day prior to any prepayment of Base Rate Loans or Daily SOFR Loans; (ii2) any prepayment of Term Benchmark Loans or Alternative Currency Daily Rate Loans shall be in a principal amount minimum Principal Amount of $500,000 5,000,000, or a whole multiple of $100,000 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans or Daily SOFR 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. 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.063.05. 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, subject to the pro rata application within any Class of 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 Company Borrower may, upon written notice to the Administrative Agent pursuant to delivery to the Administrative Agent of (a Notice of Loan Prepayment“Prepayment Notice”), at any time or from time to time voluntarily prepay Committed Loans made to the Borrower, in whole or in part without premium or penalty subject to Section 3.06except as described in clause (iv) below; provided provided, that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Company, the Company The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.062.05(a)(iv) and Section 3.05. 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 and, in the 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 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.

Optional. The Company Borrower or a Designated Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice (including any conditional notice) must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon Pacific Time (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate ABR Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of ABR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower or a Designated Borrower, the Company Borrower or such Designated Borrower, as applicable, shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16; provided that a notice of prepayment delivered by the Borrower or a Designated Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, each any other Capital Market Transaction or any other transaction, in which case such prepayment of Committed Loans of notice may be revoked by the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant Borrower or such Designated Borrower (by notice to the foregoing shall be applied, Administrative Agent on or prior to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Datespecified effective date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06if such condition is not satisfied.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in the following order (x) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the three (3) month period following such prepayment, prepayments shall be applied only to the scheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), and (y) thereafter, to the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis both (a) as amongst the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of the Term Loans). Subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. The Company Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurodollar Rate Loans denominated in Alternative Currencies, and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans denominated in Dollars shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (C) any prepayment of Eurodollar Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of the Term Facility.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans, as applicable, in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (New York, New York time in the case of Loans denominated in Dollars or Applicable Time in the case of Loans denominated in an Alternative Currency) (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency and (BC) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any partial prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment prepaid and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such prepayment of Committed Loans notice, and of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment amount of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments such Lender’s Pro Rata Share of the Loans (including any payment due on the Maturity Date) on a pro rata basissuch prepayment. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of principal of, and interest on, Alternative Currency Revolving Credit Loans shall be made in the relevant Alternative Currency (even if the relevant Borrower is required to convert currency to do so). Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

Optional. (i) The Company Borrower may, upon upon, subject to clause ‎(iii) below, written notice to the Administrative Agent pursuant to delivery to by the Administrative Agent of a Notice of Loan PrepaymentBorrower, at any time or from time to time voluntarily prepay Committed Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 3.062.05(a)(iv)); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and (BA) on the date of prepayment of such Loans in connection with the one 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; (ii1) any prepayment of Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $1,000,000, or a whole multiple of $250,000 in excess thereof; and (1) 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 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 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 CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.06‎Section 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 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 Company Borrower may, upon upon, subject to clause (ii) below, written notice to the Administrative Agent pursuant to delivery to by the Administrative Agent of a Notice of Loan PrepaymentBorrower, at any time or from time to time voluntarily prepay Committed Term Loans of any Class and any Revolving Loans in whole or in part without premium or penalty (subject to Section 3.062.05(c)); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and (B) on one Business Day prior to the date of prepayment of such Loans in connection with the any prepayment of Base Rate Loans; (ii2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $1,000,000, or a whole multiple of $500,000 in excess thereof; 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 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make (or cause to be made) such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.062.05(c) or Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05, 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 Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in the following order (x) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Additional Term XxxxxXxxx X-0 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the three (3) month period following such prepayment, prepayments shall be applied only to the scheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), and (y) thereafter, to the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis amongboth (a) as amongst the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of eachthe Term LoanLoans). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans in whole or in part without premium or penalty (subject to Section 3.062.03(a)(i)); provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iii) below, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied to the principal repayment installments thereof as directed by the Borrower, and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Facility.

Optional. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Committed Loans; , (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) 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 thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment 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 notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in the following order (x) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans), and (y) thereafter, on a pro-rata basis amongto the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis amongst the remaining principal repayment installments of each Term Loan). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (ix) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans Loans, and (B) on the one Business Day prior to any date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiy) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepayment. If such notice is given by the Company, the 66 MSGN – A&R Credit Agreement (2019) Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. 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), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility.

Optional. (i) The Company Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative Agent pursuant to delivery to by the Administrative Agent of a Notice of Loan PrepaymentBorrower, at any time or from time to time voluntarily prepay Committed Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 3.062.05(a)(iv); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of such Loans in connection with the one (1) Business Day prior to any prepayment of Base Rate Loans; (ii2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $500,000 2,000,000, or a whole multiple of $100,000 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. 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.063.05. 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 application of such prepayment to scheduled maturities 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 Company Borrowers may, upon notice by the Borrowers substantially in the form of Exhibit G (or in such other form reasonably acceptable to the Administrative Agent pursuant to delivery Agent) to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to except as set forth in Section 3.062.05(a)(iii) below; provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (ANew York City time) on the date three Business Days prior to the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the any date of prepayment of (or such Loans in connection with shorter period as the prepayment of Base Rate Loans; Administrative Agent shall agree, acting reasonably) and (ii2) any prepayment of SOFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 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 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 applicable Borrowers, 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 applicable Borrowers in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyBorrowers, subject to clause (ii) below, the Company applicable Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 2.05(a)(iii) and Section 3.06. Subject to Section 2.17, each prepayment of any outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to such Term Loan Tranche or Term Loan Tranches designated on such notice. Subject to Section 2.17, each prepayment of any 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 as directed by the Swedish Borrower (or, if the Swedish Borrower has not made such designation, in direct order of maturity); and each such prepayment shall be paid to the Appropriate Lenders on a pro rata basis to the Lenders within such applicable Term Loan Tranche. The Borrower shall have no more than four prepayments of SOFR Loans per year pursuant to this Section 2.05(a).

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepaymentwritten notice, at any time or from time to time voluntarily prepay Committed Loans Revolving Credit Advances in whole or in part without premium or penalty subject to Section 3.068.04(e); provided that that, unless otherwise agreed by the Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (ANew York City time) on the date (1) three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans Advances and (B2) on the date of prepayment of such Loans Base Rate Advances; (B) any prepayment of Eurodollar Rate Advances shall be in connection with the a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans; (ii) any prepayment of Loans Advances shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Advance to be prepaid and, if Eurodollar Rate Advances are to be prepaid, the Interest Period(s) of such Advances. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Pro Rata Share in respect of the relevant Facility). If such notice is given by the Companya Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan Advance shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.068.04(e). Subject to Section 2.23, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Share in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) 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 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. 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, and subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding the foregoing, subject to the payment of any additional or related amounts required pursuant to Section 3.05, a notice of prepayment of the entire Term Facility or a notice of termination of the entire Revolving Credit Commitment may state that such notice is conditioned on the effectiveness of other credit facilities, transactions or a Change of Control, 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.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.17, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent in its reasonable discretion and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 50,000 or a whole multiple of $100,000 50,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $50,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed any Class or Classes of Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to (except as expressly set forth in this Section 3.062.05); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of Business Day prior to any prepayment of such Loans in connection with the prepayment of Base Rate ABR Loans; (ii2) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $500,000 2,000,000, or a whole multiple of $100,000 1,000,000 in excess thereof; and (3) any prepayment of ABR 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iii) below, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan (other than prepayments of ABR 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 on the amount prepaidthereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.063.05. 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 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 provided for under this Agreement.

Optional. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of at least $500,000 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 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied to the principal repayment installments thereof in inverse order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Loan Facility.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to from the Administrative Agent of a Notice of Loan PrepaymentBorrower Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the any date of prepayment of such Eurocurrency RateCORRA Loans in connection with the or SOFR Loans and (2) one Business Day prior to any date of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (iiB) any prepayment of Eurocurrency RateCORRA Loans or SOFR Loans shall be in a Dollar Equivalent principal amount of $100,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a Dollar Equivalent 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. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans or Canadian Prime Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency RateCORRA Loans or SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe Revolving Credit Facility). If such notice is given by the CompanyBorrower Agent, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Eurocurrency RateCORRA Loan or SOFR Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.3.05. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent) from the Borrower 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 (A) 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 (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower Agent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (b)

Optional. The Company Borrowers may, upon notice to the Administrative Agent Lender pursuant to delivery to the Administrative Agent Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and/or Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that that, unless otherwise agreed by the Lender (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business 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 (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 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 date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount Interest Period(s) of such Lender’s Applicable Percentage of such prepaymentLoans. If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Danish Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Each prepayment of the outstanding U.S. Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity.

Optional. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Base Rate Loans in connection with the prepayment of Base or LIBOR Daily Floating Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this subsection (a) shall be applied to the principal repayment installments thereof in the inverse order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part and, subject to Section 2.05(d), without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. 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, and subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrowers may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans (whether denominated in Dollars or Alternative Currencies) shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment shall be promptly paid to the Lenders in accordance with their respective Applicable Percentages.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed the Term Loans in whole or in part part; provided, that to the extent the Borrower makes a voluntary prepayment of any Term Loans within three (3) years after the Closing Date, such prepayment shall be made with a premium such that the aggregate amount of such voluntary prepayment shall be in an amount equal to (1) 103% of the principal amount prepaid if such voluntary prepayment is made within one (1) year after the Closing Date, (2) 102% of the principal amount prepaid if such voluntary prepayment is made within two (2) years after the Closing Date, and (3) 101% of the principal amount prepaid if such voluntary prepayment is made within three (3) years after the Closing Date. The prepayment of any Term Loans after the third anniversary of the Closing Date shall be made without premium or penalty subject to Section 3.06; provided that (i) such penalty. Any notice of prepayment must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:30 p.m. (Charlotte, North Xxxxxxxx time) (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.05. Any prepayment of a Base Rate Loan shall be accompanied by all accrued interest thereon.

Optional. The Company (i) Any Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans made to such Borrower, in each case, in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (Anoon) on the date (1) three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans or EURIBOR Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans or EURIBOR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or comparable amounts determined by the Administrative Agent in the case of Euro Loans) or, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a 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 prepaid. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan or EURIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of principal of, and interest on, Euro Loans shall be made in the relevant Euro. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied among the Facilities in such amounts and, in the case of the US Term Loan Facility and the Euro Term Loan Facility, in such order of maturity, as the relevant Borrower may direct in its sole discretion. Each prepayment made by a Borrower in respect of 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.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and/or Revolving Loans in whole or in part without premium or penalty (subject to Section 3.063.05); provided that provided, that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the any date of prepayment of such Loans in connection with the Eurodollar RateTerm SOFR Loans, and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar RateTerm SOFR Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the then-existing Term Loans on a pro rata basis, and to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.15, such 68 CHAR1\1940028v1CHAR1\1940028v4

Optional. The Company (i) Subject to Section 2.05(a)(iii), each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, 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 (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied as directed by the Company, and subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. The Company (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. 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, and each such prepayment shall be paid to the Lenders in accordance with their respective 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 Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. The Company Subject to the last sentence of this Section 2.04(a), the Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term A Loans and Revolving Credit Loans, as applicable, in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans (other than an Overnight LIBOR Loan) and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans or Overnight LIBOR Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 250,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Companyapplicable Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term A Loans pursuant to this Section 2.04(a) shall be applied to the principal repayment installments thereof as directed by the Term Borrower, and subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty subject to Section 3.06penalty; provided provided, that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York time) (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a 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 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and 3.05. In the event of any prepayments of Loans under this Section 3.062.05(a) made at a time when Loans of more than one trancheclass remain outstanding, the Borrower shall select the trancheclass of Loans to be prepaid. Each prepayment of outstanding Loans under a Facility pursuant to this Section 2.05(a) shall be applied to the then-remaining amortization payments in the manner directed by the Borrower; and each such prepayment shall be paid to the applicable Lenders on a pro rata basis.

Optional. (i) The Company Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative Agent pursuant to delivery to by the Administrative Agent of a Notice of Loan PrepaymentBorrower, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 3.062.05(a)(iv); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (A) on the date three Business Days prior to the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the any date of prepayment of such Benchmark Rate Loans denominated in connection with the a Term Benchmark Currency, (B) five Business Days prior to any date of prepayment of Benchmark Rate Loans denominated in an RFR Currency and (C) one (1) Business Day prior to any prepayment of Base Rate Loans; (ii2) any prepayment of Benchmark Rate Loans shall be in a principal amount minimum Principal Amount of $500,000 2,000,000, or a whole multiple of $100,000 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. 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Benchmark Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.063.05. 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, subject to the pro rata application within any Class of 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; provided that no Series B-4 Term Loans may be optionally prepaid prior to the date on which the Series B-3 Term Loans are repaid in full, unless such optional prepayment is accompanied by at least a pro rata optional prepayment of such Series B-3 Term Loans. For the avoidance of doubt, the Borrower may prepay Series B-3 Term Loans pursuant to this Section 2.05(a)(i) without any requirement to prepay Series B-4 Term Loans.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.5; provided that that, unless otherwise agreed by the Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.5. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.13, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans, Revolving Credit Loans or any individual Facility, in each case, in whole or in part without premium or penalty (subject to Section 3.062.03(a)(i)2.05(a)(iii) ); provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three two Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility(ies) to be prepaid and the 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iii) below, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.032.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower, and subject to Section 2.152.17 , each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the applicable Facility. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, the Borrower may elect to make a voluntary prepayment pursuant to this Section 2.032.05 (a) of 2020 Term Loans or(x) any Term Loan, including any Incremental Term Loan, without making any voluntary prepayment of the Revolving Credit Loans, including any Incremental Revolving Loans; (y) any Revolving Credit Loans, including any Incremental Revolving Loans, without making any voluntary prepayment of the Term Loans, including any Incremental Term Loan or (z) any Incremental Term Loans incurred after the New 2023 Incremental Amendment Effective Date without making any voluntary prepayment of the New 2023 Incremental Term Loans.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepaymentwritten notice, at any time or from time to time voluntarily prepay Committed Loans Revolving Credit Advances in whole or in part without premium or penalty subject to Section 3.068.04(e); provided that that, unless otherwise agreed by the Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (ANew York City time) on the date (1) three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans Advances and (B2) on the date of prepayment of such Loans Base Rate Advances; (B) any prepayment of Eurodollar Rate Advances shall be in connection with the a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans; (ii) any prepayment of Loans Advances shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Advance to be prepaid and, if Eurodollar Rate Advances are to be prepaid, the Interest Period(s) of such Advances. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Pro Rata Share in respect of the relevant Facility). If such notice is given by the Companya Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan Advance shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.8.04(e). Subject to Section 2.22, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Share in respect of each of the relevant Facilities. (ii) The Borrowers may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a written notice (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swingline Advances in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $250,000 or a whole multiple of $250,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 8.04(e). (b) (b)

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and/or Revolving Loans in whole or in part without premium or penalty (subject to Section 3.063.05); provided that provided, that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Eurocurrency Rate Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currencies, and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date date, the amount and amount the currency of such prepayment and the 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the then-existing Term Loans on a pro rata basis, and to the principal repayment installments thereof as directed by the applicable Borrower. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. The Company (i) Any Borrower may, upon notice to the Administrative Agent pursuant to delivery to by the Administrative Agent of a Notice of Loan PrepaymentBorrower Representative, at any time or from time to time voluntarily prepay Committed any Class or Classes of Term Loans and any Class or Classes of Revolving Credit Loans in whole or in part without premium (except as set forth in Section 2.19) or penalty subject to Section 3.06penalty; provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m., New York time, (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans of any Class shall be in a 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower Representative, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.05. 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 provided for under this Agreement.

Optional. (i) The Company Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative Agent pursuant to delivery to by the Administrative Agent of a Notice of Loan PrepaymentBorrower, at any time or from time to time voluntarily prepay Committed Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 3.062.05(a)(iv)); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of such Loans in connection with the any prepayment of Base Rate Loans; (ii1) any prepayment of Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $2,000,000, or a whole multiple of $500,000 in excess thereof; and (2) 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 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.06SectionSection 3.05. In the case of each prepayment of the Loans pursuant to this SectionSection 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 Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to penalty, except as set forth in Section 3.062.05(a)(iv) below; provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York City time) (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the one (1) Business Day prior to any date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a 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 specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of such prepayment and the 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility or Tranche, as the case may be). If such notice is given by the CompanyBorrower and not rescinded, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to SectionsSection 2.05(a)(iv) and Section 3.06.3.05. Subject to Section 2.18, each prepayment of outstanding Term Loans pursuant to this Section 2.05(a) shall be applied on a pro rata basis to eachto the applicable Tranche of Term Loans and shall be applied within eachsuch Tranche of Term Loans to the principal repayment installments thereof in the manner directed by the Borrower (or, if no such direction is given, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to such Tranche pursuant to Section 2.07(a)); and each such prepayment shall be paid to the Appropriate Lenders on a pro rata basis; provided that, at the request of the Borrower, in lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis..

Optional. The Company (i)The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and/or Revolving Loans in whole or in part without premium or penalty (subject to Section 3.063.05); provided that provided, that, unless otherwise agreed by the Administrative Agent: (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A1) on the date three threetwo (32) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans RateTerm SOFR Loans, and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar RateTerm SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then ​ ​ ​ outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. 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 (or, if no such direction is provided by the Borrower, such prepayment shall be applied to all then-existing Term Loans on a pro rata basis, and, with respect to each then-existing Term Facility, to the principal repayment installments thereof in inverse order of maturity). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar BSBY Rate Loans, (2) four (4) Business Days (or five (5), in the case of prepayment of Alternative Currency Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of BSBY Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (C) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency, and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.3.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Revolving Facility. 0000-0000-0000 v.7

Optional. (i) The Company Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative Agent pursuant to delivery to by the Administrative Agent of a Notice of Loan PrepaymentBorrower, at any time or from time to time voluntarily prepay Committed Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 3.062.05(a)(iv); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of such Loans in connection with the one (1) Business Day prior to any prepayment of Base Rate Loans; (ii2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $500,000 2,000,000, or a whole multiple of $100,000 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. 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.063.05. 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 Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed 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 3.062.09(d)); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. New York City time (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans or EURIBOR Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any prepayment of Eurocurrency Rate Loans or EURIBOR Loans shall be in a minimum principal amount of $500,000 (or €500,000, in the case of EURIBOR Loans), or a whole multiple of $100,000 (or €100,000, in the case of EURIBOR Loans) in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $250,000 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iii) below, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan or a EURIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.05. 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 provided for under this Agreement.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed one or more Classes of Loans in whole or in part without premium or penalty (subject to clause (ii) of this Section 3.062.03(a)); provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three U.S. Government Securities Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate SOFR Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class 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. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.03(a) shall be applied to the principal repayment installments thereof as directed by the Borrower, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding the foregoing, in the event that, prior to the six-month anniversary of the Amendment No. 89 Effective Date, the Borrower (i) makes any prepayment of Term B-78 Loans in connection with any Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Weighted Average Yield on such Term B-78 Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Weighted Average Yield on the Term B-78 Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of Term B-78 Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), a premium equal to 1.00% of the aggregate principal amount of the applicable Term B-78 Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (b)

Optional. The Company (i) Any Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans Advances made to it in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (Ax) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Term SOFR Advances or prior to any date of prepayment of BA Rate Loans Advances, (y) four Business Days prior to any date of prepayment of Alternative Currency Advances, and (Bz) on the date of prepayment of such Loans in connection with the prepayment of Base Index Rate Loans; (iiB) any prepayment of Loans Term SOFR Advances shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and any prepayment of BA Rate Advances shall be in a principal amount of CND$5,000,000 or a whole multiple of CND$1,000,000 in excess thereof; (C) any prepayment of Alternative Currency Advances shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Advances or Canadian Base Rate Advances shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Canadian Prime Rate Advances shall be in a principal amount of CND$1,000,000 or a whole multiple of CND$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Advances to be prepaid and, if Contract Rate Loans are to be prepaid, the Interest Period(s) of such Advances. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable ratable portion of such prepayment (based on such Lender’s Commitment Percentage of such prepaymentthe relevant Facility). If such notice is given by the Companyany Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.and

Optional. (i) The Company Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time time, voluntarily prepay Committed the Term Loans of any Class, Repatriation Bridge Loans of any Class and/or Revolving Credit Loans of any Class in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Term SOFR Loans denominated in Dollars, (2) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternate Currency and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans or Term SOFR Loans, as applicable, shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, the same numerical number with respect to the applicable Alternate Currency in the case of any prepayment of Loans denominated in an Alternate Currency) 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan or a Term SOFR Loan shall be accompanied accompanied, in each case, by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.07. Each prepayment of the Loans pursuant to this Section 2.06(a) shall be applied among the Facilities, Classes and/or Class in such amounts as the Borrower may direct in its sole discretion; provided that any such prepayment of any Class of Term Loans shall be applied against the then remaining scheduled amortization payments under the Term Loans in order of their maturities. Each prepayment in respect of a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) [Reserved]. (iii) 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 (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, (B) any such prepayment shall be in a minimum principal amount of the lesser of $100,000 and the total principal amount of the Swing Line Loans then outstanding and 89

Optional. The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans, Delayed Draw Term Loans, and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Libor Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Libor Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate 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 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 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Libor Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05 to the extent the Borrowers have been made aware of such amounts at the time of the prepayment. Each prepayment of the outstanding Term Loans or Delayed Draw Term Loans pursuant to this Section 2.05(a) shall be applied first to the Term Facility ratably to the respective principal repayment installments thereof, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. No voluntary prepayment of any Revolving Credit Loans shall result in the reduction of the Revolving Credit Commitment unless requested by the Borrowers pursuant to Section 2.06(a) hereof.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty subject to Section 3.06penalty; provided provided, that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York time) (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a 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 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and 3.05. In the event of any prepayments of Loans under this Section 3.062.05(a) made at a time when Loans of more than one Tranche remain outstanding, the Borrower shall select the Tranche of Loans to be prepaid. Subject to Section 2.18, each prepayment of outstanding Loans under a Facility pursuant to this Section 2.05(a) shall be applied to the then-remaining amortization payments in the manner directed by the Borrower; and each such prepayment shall be paid to the applicable Lenders on a pro rata basis.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time time, voluntarily prepay Committed Term Loans in whole or in part subject to the premium set forth in Section 2.05(d) and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the one Business Day Prior to any date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; and (iiB) any partial prepayment of Loans shall be in a principal amount of $500,000 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 Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and prepayment, the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, therein and each such prepayment of Committed Loans of shall be paid to the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied pro rata to the remaining principal repayment installments thereof; provided that such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05(a).

Optional. The Company Borrower, may, upon at least one (1) Business Day’s notice in the case of ABR Loans and three (3) Business Days’ notice in the case of LIBOR Loans to the Administrative Agent pursuant stating the proposed date and aggregate principal amount of the prepayment and the order of maturity in which such prepayment is to delivery to be applied, and if such notice is given, the Administrative Agent Borrower shall, prepay the outstanding aggregate principal amount of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed the Term Loans in whole or ratably in part without premium or penalty subject to Section 3.06; provided that part, together with (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior accrued interest to the date of such prepayment on the aggregate principal amount prepaid and (ii) (A) in the case of any such prepayment made on or prior to the Make-Whole Expiry Date, any amounts due pursuant to Section 2.03(d), (b) in connection with the case of any such prepayment made after the Make-Whole Expiry Date but on or prior to the second anniversary of Eurodollar Rate Loans and the Closing Date, a premium of 3.0% of the aggregate principal amount so prepaid; (B) in the case of any such prepayment made after the second anniversary of the Closing Date but on or prior to the date third anniversary of the Closing Date, a premium of 2.0% of the aggregate principal amount so prepaid; and (C) in the case of any such prepayment made after the third anniversary of such Loans in connection with the Closing Date but on or prior to the fourth anniversary of the Closing Date, a premium of 1.0% of the aggregate principal amount so prepaid; provided, however, that each partial prepayment of Base Rate Loans; (ii) any prepayment of Loans shall be in a an aggregate principal amount of $500,000 1,000,000 or a whole an integral multiple of $100,000 500,000 in excess thereof or, in each case, and if lessany prepayment of a LIBOR Loan is made on a date other than the last day of an Interest Period for such LIBOR Loan, the entire principal amount thereof then outstandingBorrower shall also pay any amounts owing pursuant to Section 3.05. Each such notice shall specify the date and amount prepayment of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and any of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject Term Loans pursuant to this Section 2.16, each such prepayment of Committed Loans of the Lenders 2.03 shall be applied ratably to the Term Loans owed to each Term Lender in accordance with their respective Applicable Percentages. Except as set forth the provisions specified in Section 2.19(c), each prepayment 2.03(c) and in the order of Loans pursuant to maturity elected by the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06Borrower.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 8:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Facility.

Optional. The Company (i) Any Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans Advances made to it in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (Ax) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans Advances denominated in Dollars, (y) four Business Days prior to any date of prepayment of Eurocurrency Rate Advances 51 denominated in Alternative Currencies, and (Bz) on the date of prepayment of such Loans in connection with the prepayment of Base Rate LoansAdvances; (iiB) any prepayment of Loans Eurocurrency Rate Advances denominated in Dollars shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Advances denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Advances shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Advances to be prepaid and, if Eurocurrency Rate Advances are to be prepaid, the Interest Period(s) of such Advances. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable ratable portion of such prepayment (based on such Lender’s Commitment Percentage of such prepaymentthe relevant Facility). If such notice is given by the Companyany Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each ; provided that such notice of prepayment may state that such prepayment is conditioned upon the availability of Committed Loans other financing, in which case such notice may be revoked by the applicable Borrower (by notice to the Agent prior to the specified date of such prepayment) if such condition is not satisfied (it being understood that any revocation by a Borrower of a notice of prepayment shall entitle the Lenders shall be applied in accordance with their respective Applicable Percentages. Except to any amounts as set forth in Section 2.19(c10.04(b), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis). Any prepayment of a Eurodollar Eurocurrency Rate Loan Advance shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.0610.04(b). Each such prepayment shall be paid to the Lenders in accordance with their respective Commitment Percentages.

Optional. (i) The Company Borrower may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans or Incremental Term Loans in whole or in part without premium or penalty subject (other than, in the case of any Eurodollar Rate Loan, any amounts required pursuant to Section 3.063.05 and, in the case of any Incremental Term Loans, any premium contained in the applicable Joinder Agreement); provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the one Business Day prior to any date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) the 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any voluntary prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 3.063.05. Subject to Section 2.16, each such prepayment of the outstanding Incremental Term Loans pursuant to this Section 2.05(a)(i) shall be applied as directed by the Borrower to the installments thereof. All payments made pursuant to this Section 2.05(a) shall be applied on a pro rata basis to each Lender holding Loans of the applicable Facility being prepaid.

Optional. The Company Subject to Section 2.05(c), the Borrower may, upon written notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 11:00 a.m. (Aa) on the date three (3) Business Days prior to any date of prepayment of Adjusted Term SOFR Rate Loans and (b) one (1) Business Day prior to the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Adjusted Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Adjusted Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe Term Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Adjusted Term SOFR Rate Loan, any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments under the Term Facility in direct order of maturity, and thereafter to the next scheduled installments of principal of the Term Facility or portions thereof, and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Facility.

Optional. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Committed Loans; , (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) 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 thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment 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 notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.3.05. 27 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Term SOFR Loans, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. 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, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Applicable Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06(except as provided in clause (iii) below); provided that that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five Business Days, 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 (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyApplicable Borrower, the Company Applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06Section 8.05. Each prepayment of the outstanding Term Loans pursuant to this Section Section 7.05(a) (1) shall be applied to the principal repayment installments thereof in such order as the Applicable Borrower may elect and (2) if applicable, shall be accompanied by the amount specified in clause (iii) below. Subject to Section Section 7.16, each prepayment shall be paid to each Lender in accordance with its Applicable Percentage in respect of each of the relevant Facilities.

Optional. The Company (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and/or Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Term SOFR Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Term SOFR Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility with respect to which Loans are being prepaid, the principal repayment installments to which such prepayment is to be applied and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Term SOFR Loan or an Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as the Borrower may direct (and in the absence of any direction, ratably to the Term A-1 Facility, the Term A-2 Facility, the Term A-3 Facility and the Term B Facility and in direct order of maturity to the remaining quarterly principal installments thereof). Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is conditioned upon the consummation of a new debt or equity financing or other transaction specified therein, such notice of prepayment may be revoked or delayed if such condition is not specified on the date specified in such notice; provided that Section 3.05 shall apply to any such revocation or delay. 107

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business 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 (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. .· Each such notice shall specify the date date, the currency, and amount of such prepayment and the 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Revolving Facility.

Optional. (i) The Company Borrower may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans or Incremental Term Loans in whole or in part without premium or penalty subject (other than, in the case of any Eurodollar Rate Loan, any amounts required pursuant to Section 3.063.05 and, in the case of any Incremental Term Loans, any premium contained in the applicable Joinder Agreement); provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans or CDOR Rate Loans and (B2) on the one Business Day prior to any date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans and CDOR Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any voluntary prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 3.063.05. Subject to Section 2.16, each such prepayment of the outstanding Incremental Term Loans pursuant to this Section 2.05(a)(i) shall be applied as directed by the Borrower to the installments thereof. All payments made pursuant to this Section 2.05(a) shall be applied on a pro rata basis to each Lender holding Loans of the applicable Facility or Series being prepaid.

Optional. The Company (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in direct order of maturity (unless otherwise directed by the Borrower), and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty subject to Section 3.06penalty; provided provided, that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York time) (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Term Benchmark Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any prepayment of Term Benchmark Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a 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 and Type(s) of Loans to be prepaid and, if Term Benchmark Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and 3.05. In the event of any prepayments of Loans under this Section 3.062.05(a) made at a time when Loans of more than one Tranche remain outstanding, the Borrower shall select the Tranche of Loans to be prepaid. Subject to Section 2.18, each prepayment of outstanding Loans under a Facility pursuant to this Section 2.05(a) shall be applied to the then-remaining amortization payments in the manner directed by the Borrower; and each such prepayment shall be paid to the applicable Lenders on a pro rata basis.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days days prior to the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the any date of prepayment of such Loans in connection with the case of the Revolving Credit Facility and five days prior to any date of prepayment of Base Rate Loans; Loans in the case of the Term A Facility and (iiB) any prepayment of Loans shall be in a principal amount of $500,000 or 3,000,000 in the case of the Term A Facility (except for any prepayments made pursuant to Section 4.01(b)(iii)) and $1,000,000 in the case of the Revolving Credit Facility and, in each case, in a whole multiple of $100,000 500,000 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 Type(s) of Loans to be prepaidprepayment. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility) (except for any prepayments made pursuant to Section 4.01(b)(iii)). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term A Loans pursuant to this Section 2.05(a) shall be applied first, to the next two remaining principal repayment installments thereof and second to the remaining principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities (except for any prepayments made pursuant to Section 4.01(b)(iii)).

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and/or Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans Loans, and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice Notice of Loan Prepayment shall specify the date and amount of such prepayment and the 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 applicable Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice a Notice of Loan Prepayment is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. 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 (or, if no application is specified by the Borrower, on a pro rata basis). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate 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 thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.17, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of (a Notice of Loan Prepayment“Prepayment Notice”), at any time or from time to time voluntarily prepay Committed one or more Classes or tranches of Loans made to the Borrower, in whole or in part without premium or penalty subject to Section 3.06penalty; provided provided, that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m., (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the one (1) Business Day prior to any date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (D) in the case of a prepayment, refinancing, replacement or substitution of any Term Loans in connection with a Repricing Transaction prior to the first (1st) anniversary of the Closing Date, such prepayment, refinancing, replacement or substitution shall be subject to the prepayment premium or fee, as applicable, described in clause (iv) below. 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Company, the Company The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on thereon, and, in the amount prepaidcase of a prepayment of a Eurodollar Rate Loan, together with any additional amounts required pursuant to Section 3.06.3.05. 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 (and absent such direction, pro rata among the Term Loan Facilities and in direct order of maturity); provided that the Term B Loan Facility shall be prepaid on a pro rata basis (or more favorable basis) with each other Term Loan Facility then outstanding. Other than as set forth in

Optional. The Company (i) Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loan, (2) four Business Days (or five, 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 (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the applicable Borrower, (ii) the date and amount of such prepayment and prepayment, (iii) the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans and (iv) in the case of a prepayment of Loans in Dollars, the Class of the Loans to be prepaid. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe Revolving Credit Facility). If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16; provided that if such notice is given in connection with a refinancing of all Senior Credit Obligations (other than contingent indemnification obligations), each such prepayment of Committed Loans notice may be conditional on the effectiveness of the Lenders shall replacement credit agreement or other similar document and may be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to revoked by the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basisapplicable Borrower if such condition is not satisfied. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05.

Optional. The Company (i) Each applicable Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (B3) on the date of prepayment of such Base Rate Committed Loans or LIBOR Daily Loans; (B) any prepayment of Eurocurrency Rate Loans or LIBOR Daily Loans shall be in connection with the a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans; (ii) any prepayment of 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 thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Optional. The Company Subject to the last sentence of this Section 2.03(a), the Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentLender, at any time or from time to time voluntarily prepay Committed Loans the Term Loan in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate 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 thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of the Term Loan to be prepaid and, if Eurodollar Rate Loans are to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount Interest Period(s) of such Lender’s Applicable Percentage of such prepaymentloans. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loan pursuant to this Section 2.03(a) or Section 9.06 shall be applied to the principal repayment installments thereof 50% in the order of maturity and 50% in inverse order of maturity. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay any portion of the Term Loan pursuant to this Section 2.03(a) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. The Company Borrower may, upon notice to the Administrative Agent (which notice may, at the Borrower’s election, be conditioned upon the effectiveness of other transactions, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to delivery to Section 3.05 suffered as a result of the Administrative Agent revocation of a Notice of Loan Prepaymentany conditional notice), at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company shall Borrower shall, subject to the satisfaction of any conditions specified therein, make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.14, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Optional. (i) The Company Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative Agent pursuant to delivery to by the Administrative Agent of a Notice of Loan PrepaymentBorrower, at any time or from time to time voluntarily prepay Committed Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 3.062.05(a)(iv); provided that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of such Loans in connection with the one (1) Business Day prior to any prepayment of Base Rate Loans; (ii2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $500,000 2,000,000, or a whole multiple of $100,000 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. 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 applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.063.05. 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), subject to the pro rata application within any Class of 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.; provided that no Series B-2 Term Loans may be optionally prepaid prior to the date on which the Series B-1 Term Loans are repaid in full, unless such optional prepayment is accompanied by at least a pro rata optional prepayment of such Series B-1 Term Loans. For the avoidance of doubt, the Borrower may prepay Series B-1 Term Loans pursuant to this Section 2.05(a)(i) without any requirement to prepay Series B-2 Term Loans.

Optional. The Company Subject to Section 2.03(c) below, the Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06part; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's ratable portion of such prepaymentprepayment (based on such Lender's Applicable Percentage). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to the date of such prepayment on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Loans pursuant to this Section 2.03(a) shall be paid to the Lenders in accordance with their respective Applicable Percentages.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to from the Administrative Agent of a Notice of Loan PrepaymentBorrower Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the any date of prepayment of such Eurocurrency Rate Loans in connection with the or SOFR Loans and (2) one Business Day prior to any date of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans or SOFR Loans shall be in a Dollar Equivalent principal amount of $100,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a Dollar Equivalent 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. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans or Canadian Prime Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans or SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe Revolving Credit Facility). If such notice is given by the CompanyBorrower Agent, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan or SOFR Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business 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 (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency, and amount of such prepayment and the 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 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. The Company (i) Any Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans Advances made to it in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (Ax) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Term SOFR Advances or prior to any date of prepayment of BA Rate Loans Advances, (y) four Business Days prior to any date of prepayment of Alternative Currency Advances, and (Bz) on the date of prepayment of such Loans in connection with the prepayment of Base Index Rate Loans; (iiB) any prepayment of Loans Term SOFR Advances shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and any prepayment of BA Rate Advances shall be in a principal amount of CND$5,000,000 or a whole multiple of CND$1,000,000 in excess thereof; (C) any prepayment of Alternative Currency Advances shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Advances or Canadian Base Rate Advances shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Canadian Prime Rate Advances shall be in a principal amount of CND$1,000,000 or a whole multiple of CND$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Advances to be prepaid and, if Contract Rate Loans are to 105 be prepaid, the Interest Period(s) of such Advances. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable ratable portion of such prepayment (based on such Lender’s Commitment Percentage of such prepaymentthe relevant Facility). If such notice is given by the Companyany Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each ; provided that such notice of prepayment may state that such prepayment is conditioned upon the availability of Committed Loans other financing, in which case such notice may be revoked by the applicable Borrower (by notice to the Agent prior to the specified date of such prepayment) if such condition is not satisfied (it being understood that any revocation by a Borrower of a notice of prepayment shall entitle the Lenders shall be applied in accordance with their respective Applicable Percentages. Except to any amounts as set forth in Section 2.19(c10.04(b), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis). Any prepayment of a Eurodollar Contract Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.0610.04(b). Each such prepayment shall be paid to the Lenders in accordance with their respective Commitment Percentages.

Optional. The Company (i) Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans, Incremental Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three two (2) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Term SOFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate 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 thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Companyapplicable Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans and outstanding Incremental 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, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. Local Time (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, 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 (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans (whether denominated in Dollars or in Alternative Currencies) shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) 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 prepayment, the Facility, Tranche (if applicable) and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the currency and Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentany prepayment of the Term Facility and the Revolving Credit Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.18, each such prepayment shall be promptly paid to the Lenders in accordance with their respective Applicable Percentages in respect of any prepayment of the Term Facility and the Revolving Credit Facility.

Optional. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment(which may be given by telephone if confirmed promptly thereafter in writing), at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe Bridge Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.06.3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.04(a) shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Bridge Facility. In the event that the Borrower fails to specify the Type of Loan to which such prepayment shall be applied, prepayment shall be applied first to repay outstanding Base Rate Loans to the fullest extent thereof, and second to repay outstanding Eurodollar Rate Loans, each in a manner which minimizes to the extent possible any amounts payable by the Borrower under Section 3.05. Project Leap Bridge Credit Agreement

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of SV\1166258.1 Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. 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, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans Loans, in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (Anoon) on the date (1) three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and or EURIBOR Loans and, (B2) on the date of prepayment of such Base Rate Loans in connection with the and (3) three (3) RFR Business Days prior to any date of prepayment of Base Rate RFR Loans; (iiB) any prepayment of Eurodollar Rate Loans or EURIBOR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or comparable amounts determined by the Administrative Agent in the case of Euro Loans and Sterling Loans) or, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of RFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a 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 prepaid. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan or, EURIBOR Loan or RFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of principal of, and interest on, Euro Loans shall be made in Euros and each prepayment of principal of, and interest on, Sterling Loans shall be made in Sterling. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied among the Facilities to such Class(es) in such amounts and, in the case of the Term Loan Facility, in such order of maturity, as the Borrower may direct in its sole discretion. Each prepayment made by the Borrower in respect of 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 provided, that notwithstanding the foregoing or anything else in this Agreement to the contrary, payments and prepayments of principal and interest in respect of the Term Loans made on the Eighth Amendment Effective Date in connection with the replacement of Non-Consenting Lenders pursuant to Section 3.07 hereof may be applied on a non-pro rata basis.

Optional. The Company (i) Any Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans made to such Borrower, in each case, in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (Anoon) on the date (1) three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans or EURIBOR Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans or EURIBOR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or comparable amounts determined by the Administrative Agent in the case of Euro Loans) or, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a 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 prepaid. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan or EURIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of principal of, and interest on, Euro Loans shall be made in the relevant Euro. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied among the Facilities to such Class(es) in such amounts and, in the case of the Term Loan Facility, in such order of maturity, as the relevant Borrower may direct in its sole discretion. Each prepayment made by a Borrower in respect of 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.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar LIBOR Rate Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of LIBOR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. The Company Each Borrower may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) 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 thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified 62 90295627_3 therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. The Borrowers 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 (i) such notice must be received by the Swing Line Lender and the Administrative Agent on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, 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 a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed any Class of Loans in whole or in part without premium or penalty (subject to Section 3.062.05(d)); provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by (A) with respect to prepayments of any Class of Term Loans or Incremental First Lien Term Loans, the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (ANew York Time) on the date (x) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (y) one (1) Business Day prior to the date of the prepayment in connection with the prepayment of Eurodollar Base Rate Loans or (B) with respect to prepayments of any Class of Revolving Credit Loans, the Administrative Agent not later than 10:00 a.m. (New York Time) on the Business Day of such prepayment, in the case of each of Eurocurrency Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any prepayment of Eurocurrency Rate Loans shall be in a 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 principal amount of $500,000 or a whole multiple of $100,000 500,000 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 Type(s) and Class(es) 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Pro Rata Share of the relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.06.‎3.05. Subject to Section ‎2.16, each prepayment of the outstanding Term Loans pursuant to this Section ‎2.05(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections ‎2.07(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. Each prepayment of Revolving Credit Loans made pursuant to this Section 2.05(a) at a time when Revolving Credit Loans of more than one Class remain outstanding shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.05(a)(i) shall be subject to Section 2.05(d). 100

Optional. The Company Borrower may, upon notice to the Administrative Agent Lender pursuant to delivery to the Administrative Agent Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans, the Term A-2 Loan, and/or Revolving Loans in whole or in part without premium or penalty subject to Section 3.063.05; provided that that, unless otherwise agreed by the Lender (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 11:00 a.m. (A1) on the date three two (2) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate BSBY RateTerm SOFR Loans denominated in Dollars, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of BSBY RateTerm SOFR Loans or Alternative Currency Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 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 date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY RateTerm SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount Interest Period(s) of such Lender’s Applicable Percentage of such prepaymentLoans. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar BSBY RateTerm SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans or Term A-2 Loan, as applicable, pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to from the Administrative Agent of a Notice of Loan PrepaymentBorrower Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate LIBOR Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of LIBOR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower Agent, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages. Any payment of the Revolving Credit Loans shall be applied first to the Revolving Credit Loans that are not FILO Loans until repaid in full, and then to FILO Loans.

Optional. The Company (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and/or Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Term SOFR Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (B3) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Term SOFR Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility with respect to which Loans are being prepaid, the principal repayment installments to which such prepayment is to be applied and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Term SOFR Loan or an Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as the Borrower may direct (and in the absence of any direction, ratably to the Term A-1 Facility, the Term A-3 Facility and the Term B Facility and in direct order of maturity to the remaining quarterly principal installments thereof). Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is conditioned upon the consummation of a new debt or equity financing or other transaction specified therein, such notice of prepayment may be revoked or delayed if such condition is not specified on the date specified in such notice; provided that Section 3.05 shall apply to any such revocation or delay.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty subject to Section 3.06penalty; provided provided, that (i1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York time) (A) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (ii2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and 3.05. Subject to Section 3.062.19, each prepayment of outstanding Loans under the Term Loan Facility pursuant to this Section 2.05(a) shall be applied ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term A Loans and the Term B Loans pursuant to Sections 2.07(a) and (b) as directed by the Borrower; and each such prepayment shall be paid to the Term A Lenders and the Term B Lenders on a pro rata basis.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and RFR Loans and (B2) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; and (iiB) any prepayment of Loans any Loan shall be in a principal amount of $500,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (3) Bid Loans may not be voluntarily prepaid at any time without the prior written consent of the Lender or Lenders making such Bid Loans. Each such notice shall specify the date and amount of such prepayment and the 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. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. The Company (i) Subject to the last sentence of this Section 2.05(a)(i) and Section 2.05(c), the Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to delivery to and the Administrative Agent of a Notice of Loan PrepaymentRevolver Agent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Applicable Agent (with a copy to the other Applicable Agent) not later than 11:00 10:00 a.m. (A1) on the date three (3) Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B2) on one (1) day prior to the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount of the respective Borrowing); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Applicable Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05 and Section 2.05(c), as applicable. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in the Borrower’s discretion (or in the absence of such direction, in the direct order of maturity) and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. The Company mayAny Borrower may at any time and from time to time prepay, upon without premium or penalty but including any amount required to be paid pursuant to Section 4.9 hereof, Revolving Credit Loans, the Term Loan, Incremental Term Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent pursuant to delivery to substantially in the Administrative Agent of form attached hereto as Exhibit D (a “Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.06; provided that (i”) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent given not later than 11:00 a.m. (Ai) on the date same Business Day as each Base Rate Loan and each Swingline Loan, (ii) at least three (3) Business Days prior to before each Eurocurrency Rate Loan under the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans Dollar Tranche, and (Biii) on at least four (4) Business Days (or five (5), in the date case of prepayment of such Loans denominated in connection with Special Notice Currencies) before each Loan under the prepayment of Base Rate Loans; Designated Currency Tranche (ii) any prepayment of Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casecase of clause (i) through clause (iii), if lesssuch shorter time as agreed to by the Administrative Agent), the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of Dollar Tranche Loans, Designated Currency Tranche Revolving Credit Loans, Term Loan, Incremental Term Loan, Swingline Loans, Eurocurrency Rate Loans, Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to be prepaideach. The Upon receipt of such notice, the Administrative Agent will shall promptly notify each applicable Dollar Tranche Revolving Credit Lender, each Designated Currency Tranche Revolving Credit Lender, Term Loan Lender, Incremental Term Lender or Swingline Lender, as applicable. In the absence of its receipt direction otherwise in such Notice of each such noticePrepayment, and any optional prepayment of Term Loans or Incremental Term Loans under this Section 2.5(b) shall be applied to the amount remaining installments in order of such Lender’s Applicable Percentage of such prepaymentmaturity. If any such notice is given by the Companygiven, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing such notice. Partial prepayments shall be applied, in an aggregate Dollar Amount of $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to the remaining principal repayment installments of the Base Rate Loans (including any payment due other than Swingline Loans) and Eurocurrency Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the Maturity Date) on a pro rata basisnext Business Day. Any prepayment of a Eurodollar Rate Loan Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. Notwithstanding the foregoing, the applicable Borrower may rescind or postpone any Notice of Prepayment if such prepayment would have resulted from a refinancing of a Credit Facility, which refinancing shall not be consummated or otherwise shall be delayed; provided, that such Borrower shall pay all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.064.9 as a result of the rescission or postponement of such notice.

Optional. The Company (i) Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans, Incremental Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.06penalty; provided that that, unless otherwise agreed by the Administrative Agent, (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to the any date of the prepayment in connection with the prepayment of Eurodollar Eurocurrency Rate Loans and denominated in Dollars, (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans, and (C) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof 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 prepayment, the Type(s) of Loans to be prepaid, the currency in which such Loan(s) to be prepaid is(are) denominated and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Companya Borrower, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.063.05. Each prepayment of the outstanding Term Loans or Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by a Borrower in such notice, or if not so directed by the applicable Borrower, on a pro-rata basis. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.