Prepayments. The [[Borrower:Organization]] (on its own behalf or on behalf of the applicable Co-[[Borrower:Organization]](s)) or the applicable Co-[[Borrower:Organization]] may, upon written notice to the [[Administrative Agent:Organization]], at any time or from time to time # voluntarily prepay Base Rate Loans in whole or in part without premium or penalty, # voluntarily prepay Daily SOFR Rate Loans in whole or in part without premium or penalty and # voluntarily prepay Term SOFR Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that # such notice must be in a form reasonably acceptable to the [[Administrative Agent:Organization]] (which, subject to Section 3.05, may be conditioned upon closing of another transaction or the occurrence of another event) and be received by the [[Administrative Agent:Organization]] not later than 1:00 p.m. (A) two (2) Business Days prior to any date of prepayment of any Term SOFR Rate Loans, # one (1) Business Day prior to any date of prepayment of any Daily SOFR Rate Loans and # on the date of prepayment of Base Rate Loans; # any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, following the date on which any Incremental Term Facility becomes effective pursuant to the terms of this Agreement, whether the Loans to be prepaid are Delayed Draw Term Loans or Incremental Term Loans (or any applicable combination thereof) (and in the absence of any designation in such notice as to which Facility to prepay, prepayment amounts shall be applied to Delayed Draw Term Loans). The [[Administrative Agent:Organization]] will promptly notify each [[Lender:Organization]] of its receipt of each such notice, and of the amount of such [[Lender:Organization]]’s Pro Rata Share of such prepayment. If such notice is given by the [[Borrower:Organization]], the [[Borrower:Organization]] 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Share.

The [[Consolidated Parties:Organization]] (on its own behalf or on behalf of the applicable Co-[[Consolidated Parties:Organization]](s)) or the applicable Co-[[Consolidated Parties:Organization]] may, upon written notice to the Administrative Agent, at any time or from time to time # voluntarily prepay Base Rate Loans in whole or in part without premium or penalty, # voluntarily prepay Daily SOFR Rate Loans in whole or in part without premium or penalty and # voluntarily prepay Term SOFR Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that # such notice must be in a form reasonably acceptable to the Administrative Agent (which, subject to Section 3.05, may be conditioned upon closing of another transaction or the occurrence of another event) and be received by the Administrative Agent not later than 1:00 p.m. (A) two (2) Business Days prior to any date of prepayment of any Term SOFR Rate Loans, # one (1) Business Day prior to any date of prepayment of any Daily SOFR Rate Loans and # on the date of prepayment of Base Rate Loans; # any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, following the date on which any Incremental Term Facility becomes effective pursuant to the terms of this Agreement, whether the Loans to be prepaid are Term Loans or Revolving Credit Loans (or any applicable combination thereof) (and in the absence of any designation in such notice as to which Facility to prepay, prepayment amounts shall be applied to Revolving Credit Loans). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the [[Consolidated Parties:Organization]], the [[Consolidated Parties:Organization]] 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to [Section 2.16], each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Share.

The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided that # such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date of prepayment of Term SOFR Rate Loans and # on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; # any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and # any prepayment of Base Rate Loans shall be in the 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 Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to [Section 3.05]. 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 the relevant Facility.

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

The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Repayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that # 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) two (2) Business Days prior to any date of prepayment of Term SOFR Loans and # on the date of prepayment of Base Rate Loans and Daily SOFR Loans; # any prepayment of Term SOFR Loans shall be in a minimum principal amount of $2,500,000; and # any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 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 and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to [Section 3.05]. Subject to [Section 2.17], each such prepayment shall be paid to the Appropriate [[Loan Parties:Organization]] in accordance with their respective Applicable Percentages in respect of the relevant Facility.

Optional. (i) Subject to the last sentence of this [Section 2.05(a)(i)], the Borrower may upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that # such notice must be received by the Administrative Agent not later than 11:00 a.m. (x) threetwo Business Days prior to any date of prepayment of Eurodollar RateTerm SOFR Loans and # on the date of prepayment of Base Rate Loans, # any prepayment of Eurodollar RateTerm SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, and # any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Facility to be prepaid, 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 Lender of its receipt of each such notice, and of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained herein, any notice of prepayment may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rateany Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to [Section 3.05]. Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof in a manner determined at the sole discretion of the Borrower and specified in the notice of prepayment, and, subject to the other limitations expressly set forth in this Agreement, the Borrower may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the Borrower in its sole discretion. If the Borrower fails to timely specify its election then the prepayment shall be applied to each Class of Term Loans on a pro rata basis and within each Class shall be applied in direct order of maturity. Subject to [Section 2.15], prepayments shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities; provided that, in each case, first to Base Rate Loans and then to Eurodollar RateTerm SOFR Loans specified in such notice in direct order of Interest Period maturities.

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

Optional. (i) Except as set forth in clause (ii) below with respect to Revolving Credit Loans and New Term Loans denominated in a currency other than Dollars, the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Tranche or Tranches of Loans in whole or in part without premium or penalty (other than as set forth in [Section 2.05(a)(iv)]); provided that # such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term SOFR Loans, and # one Business Day prior to the date of prepayment of Base Rate Loans; # any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and # any prepayment of Base Rate Loans shall be in a 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 be substantially in the form of [Exhibit I] and shall specify the date and amount of such prepayment, the Class, Tranche(s) and the Type(s) of Loans to be prepaid, and if EURIBO Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and EURIBO Rate Loans, Term SOFR Loans and/or RFR Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to EURIBO Rate Loans, Term SOFR Loans and/or the RFR Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to [Section 3.05]). The Administrative Agent will promptly notify each applicable [[Lenders:Organization]] of its receipt of each such notice and of the amount of such [[Lenders:Organization]]’s Pro Rata Share of such prepayment, if any. If such notice is given by ESI, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a EURIBO Rate Loan, a Term SOFR Loan or an RFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to [Section 3.05].

Section # Optional Prepayments. The Borrower may upon same day notice to the Administrative Agent given not later than 11:00 A.M. (New York City time), prepay any Base Rate Loans or upon at least two Business Days’ notice to the Administrative Agent, prepay any Term SOFR Loans, in each case without premium or penalty, in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay the Loans of the several [[Lenders:Organization]] ratably in proportion to [[Lenders:Organization]]’ Credit Exposures.

Prepayments. (a) Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans (other than Multicurrency Revolving Credit Loans) in whole or in part without premium or penalty; provided that # such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of SOFR Loans and # on the date of prepayment of ABR Loans; # any prepayment of SOFR Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and # any prepayment of ABR 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 SOFR Loans, CDOR Loans, or Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by a Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.