Common use of Optional Prepayments of Loans Clause in Contracts

Optional Prepayments of Loans. The Borrower shall have the right at any time to prepay the Dollar Term Loans, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, or in part, by providing written notice (an “Optional Prepayment Notice”) to the Administrative Agent no later than 1:00 p.m. three (3) Business Days prior to the date of such prepayment, without premium or penalty, provided that, subject to compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (b) each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the applicable Loans. Each such Optional Prepayment 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.03 shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified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 principal of the Loans hereunder shall include all interest accrued to the date of prepayment. No amount repaid with respect to the Loans may be reborrowed. DB1/ 113327194.13

Optional Prepayments of Loans. The Borrower shall have the right Subject to Section 4.04, any Borrower, may, at any time or from time to time, upon irrevocable notice to the Administrative Agent, prepay (but not permanently reduce the Dollar Term Loans, Revolving Loan Commitments to the Euro Term extent of prepayments on the Revolving Loans or unless otherwise expressly requested in writing by the Delayed Draw Company) the Loans on or before the Maturity Date as a whole, in whole or in part, by providing written notice (an “Optional Prepayment Notice”) to the Administrative Agent no later than 1:00 p.m. three (3) Business Days prior to the date of such prepayment, without premium or penalty, provided that, subject to compliance with Section 3.05, (a) each partial prepayment shall be in principal amount minimum amounts of $5,000,000 1,000,000, or a whole any multiple of $1,000,000 100,000 in excess thereof, in the case of Base Rate Loans, and the Dollar Equivalent of $2,000,000, or any multiple of the Dollar Equivalent of $100,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in the case of Offshore Rate Loans. The relevant Borrower may designate whether such prepayments shall be applied to prepay Revolving Loans, Term Loans or Sterling Acquisition Loans provided that such prepayments shall be applied ratably among the Lenders holding such Loans. A Borrower shall deliver a notice of prepayment in accordance with Section 12.02 to be received by the Administrative Agent not later than 11:00 a.m. (New York time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) each partial prepayment shall be allocated among the Appropriate Lenders at least two Business Days in accordance with such Lender’s Applicable Percentage advance of the applicable prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) on the date of the prepayment date if the Loans to be prepaid are Base Rate Loans. Each such Optional Prepayment Notice Such notice of prepayment shall specify the date and amount of such prepayment, the Loans being prepaid and whether such prepayment is of Base Rate Loans or Offshore Rate Loans, or any combination thereof, the Applicable Currency and the Type(s) identity of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such LoansBorrower. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. Each Optional Prepayment Notice If such notice is given under this Section 2.03 shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the a Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, 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 principal of , together with accrued interest to each such date on the Loans hereunder shall include all interest accrued amount prepaid and any amounts required pursuant to the date of prepayment. No amount repaid with respect to the Loans may be reborrowed. DB1/ 113327194.13Section 4.04.

Optional Prepayments of Loans. The Borrower shall have the right Subject to Section 4.04, any Credit Party, may, at any time or from ------------ time to time, upon irrevocable notice to the Agent, prepay (but not permanently reduce the Dollar Revolving Loan Commitments to the extent of prepayments on the Revolving Loans unless otherwise expressly requested in writing by the Company) the Loans, including the Term Loans, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, in whole or in part, by providing written notice (an “Optional Prepayment Notice”) to the Administrative Agent no later than 1:00 p.m. three (3) Business Days prior to the date of such prepayment, without premium or penalty, provided that, subject to compliance with Section 3.05, (a) each partial prepayment shall be in principal amount minimum amounts of $5,000,000 500,000, or a whole any multiple of $1,000,000 250,000 in excess thereof, in the case of Base Rate Loans, and the Dollar Equivalent $500,000, or any multiple of the Dollar Equivalent $250,000 in excess thereof (or such other amount necessary to repay any Offshore Currency Loan in full), in the case of Offshore Rate Loans. The Company may designate whether such prepayments shall be applied to prepay Revolving Loans or Term Loans provided that such prepayments shall be applied ratably among the Lenders holding such Revolving Loans or Term Loans, as the case may be. The Company shall deliver a notice of prepayment in accordance with Section 11.02 to be received by the Agent not later than 10:30 a.m. (Chicago ------------- time) (a) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, (b) each partial prepayment shall be allocated among the Appropriate Lenders at least two Business Days in accordance with such Lender’s Applicable Percentage advance of the applicable prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) on the date of the prepayment date if the Loans to be prepaid are Base Rate Loans. Each such Optional Prepayment Notice Such notice of prepayment shall specify the date and amount of such prepayment, the Loans being prepaid and whether such prepayment is of Base Rate Loans or Offshore Rate Loans, or any combination thereof, and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such LoansApplicable Currency. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. Each Optional Prepayment Notice If such notice is given under this Section 2.03 shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which casea Credit Party, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower Credit Party shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 4.04. Any prepayment of principal of the Loans hereunder shall include all interest accrued to the date of prepayment. No amount repaid with respect to the Loans may be reborrowed. DB1/ 113327194.13------------

Optional Prepayments of Loans. The Borrower shall have the right at any time and from time to time to prepay the Dollar Term Loans, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, any Borrowing in whole or in part, by providing written notice (an “Optional Prepayment Notice”) to the Administrative Agent no later than 1:00 p.m. three (3) Business Days prior to the date of such prepayment, without premium or penalty, provided that, subject to compliance with the requirements of this Section; provided that the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. Any prepayment pursuant to this Section 3.05, (a) each partial prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, and (b) each partial if less, the entire principal amount thereof then outstanding. Any prepayment of Term Loans pursuant to this Section shall be allocated among applied to the Appropriate Lenders in accordance with such Lender’s Applicable Percentage principal installments of the applicable Loans. Each Term Loans in such Optional Prepayment 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.03 shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness order as directed by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice . Notwithstanding anything herein to the Administrative Agent on or prior contrary, each such prepayment of Revolving Credit Loans denominated in Dollars shall be applied pro rata among the Revolving Credit Lenders (and between the Dollar Revolving Credit Loans and the Multicurrency Revolving Credit Loans denominated in Dollars) according to the date for prepayment specified sum of the aggregate amount of their respective Dollar Revolving Credit Sub-Commitments and Multicurrency Revolving Credit Sub-Commitments; provided that, to the extent necessary to permit a Borrowing or issuance of a Letter of Credit in such Optional Prepayment Notice if such condition is not satisfied (and for any Agreed Foreign Currency under the avoidance of doubtMulticurrency Revolving Credit Sub-Commitments, the Borrower shall remain obligated pursuant be permitted to simultaneously prepay Dollar Revolving Loans outstanding under the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower Dollar Revolving Credit Sub-Commitments pro rata in accordance with the proviso to the immediately preceding sentence, 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 principal of the Loans hereunder shall include all interest accrued to the date of prepayment. No amount repaid with respect to the Loans may be reborrowed. DB1/ 113327194.13Dollar Revolving Credit Lenders’ respective Dollar Revolving Credit Sub-Commitments.

Optional Prepayments of Loans. The Borrower shall will have the right at any time and from time to prepay the Dollar Term Loans, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, or in part, by providing written notice (an “Optional Prepayment Notice”) to the Administrative Agent no later than 1:00 p.m. three (3) Business Days prior to the date of such prepaymenttime, without premium or penalty, provided thatto prepay Loans, subject in whole or in part, by delivering an irrevocable Notice of Prepayment to compliance with Section 3.05, the Lender not later than 11:00 a.m. (ai) on the same Business Day as the proposed prepayment of each partial prepayment shall be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofBase Rate Loan, and (bii) at least three Business Days prior to the proposed prepayment of each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the applicable Loans. Each such Optional Prepayment Notice shall specify LIBOR Rate Loan, specifying the date and amount of such prepayment and whether the Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans to be prepaid or a combination thereof, and, if Eurocurrency Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) of such Loansamount allocable to each. 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. Each Optional Prepayment Notice given under this Section 2.03 shall be irrevocable; provided, however, that If any such Optional Prepayment Notice may state that such Optional Prepayment Notice notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubtgiven, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified thereinset forth in such notice. Any prepayment A Notice of principal Prepayment received after 11:00 a.m. will be deemed received on the next Business Day. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Loans hereunder shall include all interest accrued Credit Facilities with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the date consummation of prepayment. No amount repaid with respect to the Loans such refinancing or incurrence and may be reborrowedrevoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency will not relieve the Borrower from its obligations in respect thereof pursuant to Section 4.9). DB1/ 113327194.13The Borrower may not prepay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 4.9.

Optional Prepayments of Loans. The Borrower shall have the right at any time to may prepay the Dollar Term LoansNotes, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, in whole or in part, by providing written without premium or penalty, upon prior written, telex or telegraphic notice (an “Optional Prepayment Notice”effective upon receipt) to the Administrative Agent, to be received by the Agent no not later than 1:00 4:00 p.m. three Boston, Massachusetts time at least one Business Day preceding the date of the prepayment (3whereupon the Agent shall promptly notify the Lenders) Business Days specifying the date and the amount of such prepayment and whether such Loans are Facility A Loans or Facility B Loans; PROVIDED, HOWEVER, that any prepayment of the Loans while such Loans bear interest at a rate determined with respect to either the Eurodollar Rate or the Federal Funds Rate made prior to the last day of the relevant Interest Period applicable thereto shall be accompanied by any indemnification amounts payable by the Borrower pursuant to Section 2.20. On the date of any such prepayment of either Federal Funds Rate Loans or Eurodollar Rate Loans, the Borrower shall pay accrued interest to the date of such prepayment on the principal amount so prepaid. On the date of any such prepayment of Base Rate Loans, the Borrower shall pay accrued interest on the principal amount of any Base Rate Loan so prepaid as provided in Section 2.12(a) hereof, unless such prepayment is a prepayment in full of all Loans outstanding, in which case the Borrower shall pay, on the date of such prepayment, accrued interest to the date of such prepayment on the principal amount of all Loans, including, without premium limitation, Base Rate Loans, so prepaid. Partial prepayments of Base Rate Loans and Federal Funds Rate Loans hereunder shall be in the principal amount of $1,000,000 or penaltyany integral multiple in excess thereof (unless the outstanding principal amount of such Loans is less than $1,000,000, provided that, subject to compliance with Section 3.05, (a) each partial in which case the prepayment shall be in the full amount of such outstanding amount). Partial prepayments of Eurodollar Rate Loans hereunder shall be in the principal amount of $5,000,000 10,000,000 or a whole any integral multiple of $1,000,000 5,000,000 in excess thereofthereof (unless the outstanding principal amount of such Loans is less than $10,000,000, and (b) each partial in which case the prepayment shall be allocated among in the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the applicable Loans. Each such Optional Prepayment Notice shall specify the date and full 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 Loansoutstanding amount). 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. Each Optional Prepayment Notice given under this Section 2.03 shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant have no right to prepay the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment principal amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal of the Loans hereunder shall include all interest accrued to the date of prepayment. No amount repaid with respect to the Loans may be reborrowed. DB1/ 113327194.13other than as provided in this Section 2.10 or Section 2.02(g).

Optional Prepayments of Loans. The Borrower shall have the right at any time to may prepay the Dollar Term LoansNotes, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, in whole or in part, by providing written notice (an “Optional Prepayment Notice”) to the Administrative Agent no later than 1:00 p.m. three (3) Business Days prior to the date of such prepayment, without premium or penalty, provided thatupon prior written, subject telex or telegraphic notice (effective upon receipt) to compliance with Section 3.05the Agent, (a) each partial prepayment shall to be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofreceived by the Agent not later than 4:00 p.m. Boston, and (b) each partial prepayment shall be allocated among Massachusetts time at least one Business Day preceding the Appropriate Lenders in accordance with such Lender’s Applicable Percentage date of the applicable Loans. Each such Optional Prepayment Notice prepayment (whereupon the Agent shall specify promptly notify the Banks) specifying the date and the amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate whether such Loans are to be prepaid, the Interest Period(s) of such Facility A Loans or Facility B 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. Each Optional Prepayment Notice given under this Section 2.03 shall be irrevocable; provided, however, that any prepayment of the Loans while such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon Loans bear interest at a rate determined with respect to either the effectiveness of other credit facilities or acquisitions Eurodollar Rate or the receipt Federal Funds Rate shall be made on, and only on, the last day of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to relevant Interest Period applicable thereto. On the date for of any such prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubteither Federal Funds Rate Loans or Eurodollar Rate Loans, the Borrower shall remain obligated pursuant pay accrued interest to the terms date of this Agreement for such prepayment on the principal amount so prepaid. On the date of any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentencesuch prepayment of Base Rate Loans, the Borrower shall make pay accrued interest on the principal amount of any Base Rate Loan so prepaid as provided in Section 2.12(a) hereof, unless such prepayment and is a prepayment in full of all Loans outstanding, in which case the payment amount specified in such notice Borrower shall be due and payable pay, on the date specified therein. Any prepayment of principal of the Loans hereunder shall include all such prepayment, accrued interest accrued to the date of prepaymentsuch prepayment on the principal amount of all Loans, including, without limitation, Base Rate Loans, so prepaid. No Partial prepayments hereunder shall be in the principal amount repaid with respect of $1,000,000 or any integral multiple in excess thereof (unless the outstanding principal amount of such Loans is less than $1,000,000, in which case the prepayment shall be in the full amount of such outstanding amount). The Borrower shall have no right to prepay the principal amount of the Loans may be reborrowed. DB1/ 113327194.13other than as provided in this Section 2.10.

Optional Prepayments of Loans. The Borrower shall have the right at any time to Borrowers may prepay the Dollar Term LoansNotes, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, in whole or in part, by providing written without premium or penalty, upon prior written, telex or telegraphic notice (an “Optional Prepayment Notice”effective upon receipt) to the Administrative Agent, to be received by the Agent no not later than 1:00 4:00 p.m. three Boston, Massachusetts time at least one Business Day preceding the date of the prepayment (3whereupon the Agent shall promptly notify the Banks) Business Days prior specifying the date and the amount of such prepayment; PROVIDED, HOWEVER, that any prepayment of the Loans while such Loans bear interest at a rate determined with respect to either the Eurodollar Rate or the Federal Funds Rate shall be made on, and only on, the last day of the relevant Interest Period applicable thereto. On the date of any such prepayment of either Federal Funds Loans or Eurodollar Loans, the Borrowers shall pay accrued interest to the date of such prepayment on the principal amount so prepaid. On the date of any such prepayment of Base Rate Loans, the Borrowers shall pay accrued interest on the principal amount of any Base Rate Loan so prepaid as provided in Section 2.13(a) hereof, unless such prepayment is a prepayment in full of all Loans outstanding, in which case the Borrowers shall pay, on the date of such prepayment, accrued interest to the date of such prepayment on the principal amount of all Loans, including, without premium limitation, Base Rate Loans, so prepaid. Partial prepayments hereunder shall be in the principal amount of $1,000,000 or penaltyany integral multiple in excess thereof (unless the outstanding principal amount of such Loans is less than $1,000,000, provided that, subject to compliance with Section 3.05, (a) each partial in which case the prepayment shall be in the full amount of such outstanding amount). The Borrowers shall have no right to prepay the principal amount of $5,000,000 or a whole multiple of $1,000,000 the Loans other than as provided in excess thereof, and (b) each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the applicable Loans. Each such Optional Prepayment 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.03 shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, 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 principal of the Loans hereunder shall include all interest accrued to the date of prepayment. No amount repaid with respect to the Loans may be reborrowed. DB1/ 113327194.132.11.

Optional Prepayments of Loans. The Borrower shall have the right at any time and from time to time to prepay the Dollar Term Loans, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, any Borrowing in whole or in part, by providing written notice (an “Optional Prepayment Notice”) to the Administrative Agent no later than 1:00 p.m. three (3) Business Days prior to the date of such prepayment, without premium or penalty, provided that, subject to compliance with the requirements of this Section 3.05, (a2.11(a); provided that the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. Any prepayment pursuant to this Section 2.11(a) each partial prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, and (b) each partial if less, the entire principal amount thereof then outstanding. Each prepayment of a Revolving Credit Borrowing shall be allocated among applied ratably to the Appropriate Lenders Revolving Credit Loans included in accordance with such Lender’s Applicable Percentage the prepaid Revolving Borrowing, each voluntary prepayment of the applicable Loans. Each such Optional Prepayment 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.03 a Term Loan Borrowing shall be irrevocable; provided, however, that any applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness order of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in which case, such Optional Prepayment Notice may accordance with Section 2.11(c)(ii). Prepayments shall be revoked accompanied by the Borrower giving written notice (i) accrued interest to the Administrative Agent on or prior extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16. Notwithstanding anything herein to the date for contrary, each such prepayment specified of Revolving Credit Loans denominated in such Optional Prepayment Notice if such condition is not satisfied Dollars shall be applied pro rata among the Revolving Credit Lenders (and for between the avoidance Dollar Revolving Credit Loans and the Multicurrency Revolving Credit Loans denominated in Dollars) according to the sum of doubtthe aggregate amount of their respective Dollar Revolving Credit Sub-Commitments and Multicurrency Revolving Credit Sub-Commitments; provided that, to the extent necessary to permit a Borrowing or issuance of a Letter of Credit in any Agreed Foreign Currency under the Multicurrency Revolving Credit Sub-Commitments, the Borrower shall remain obligated pursuant be permitted to simultaneously prepay Dollar Revolving Credit Loans outstanding under the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower Dollar Revolving Credit Sub-Commitments pro rata in accordance with the proviso to the immediately preceding sentence, 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 principal of the Loans hereunder shall include all interest accrued to the date of prepayment. No amount repaid with respect to the Loans may be reborrowed. DB1/ 113327194.13Dollar Revolving Credit Lenders’ respective Dollar Revolving Credit Sub-Commitments.

Optional Prepayments of Loans. The Borrower shall have the right right, at any time its election, to prepay the Dollar Term Loansprincipal amount outstanding under either tranche, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the -------- principal amount of any LIBOR Advances pursuant to this (S) 3.03 may be made -------- only on the last day of the Interest Period relating thereto unless such prepayments are accompanied by providing written notice (an “Optional Prepayment Notice”) such additional amounts as are sufficient to pay the Lenders' Breakage Costs associated with such prepayments. The Borrower shall give the Administrative Agent Agent, no later than 1:00 p.m. 10:00 a.m., New York time, at least three (3) Business Days Days' prior written notice of any proposed prepayment pursuant to this (S) 3.03 of Base Rate Advances, and four (4) (or such shorter -------- period as the Lenders may agree from time to time) LIBOR Business Days' notice of any proposed prepayment pursuant to this (S) 3.03 of LIBOR Advances, in each -------- case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans (i) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 (or, if less, the aggregate outstanding principal balance of all Advances), (ii) shall be accompanied by the payment of accrued interest on the principal prepaid to the date of such prepayment, without premium or penalty(iii) shall require the payment of appropriate Breakage Costs, provided thatif any, subject to compliance in accordance with Section 3.05, (aS) each partial prepayment shall be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof3.04(b), and (biv) each shall be applied ratably ----------- to Tranche 1 and Tranche 2 and pro rata against the remaining installment --- ---- payments of principal on the applicable tranche. Each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the applicable Loanson a pro rata basis. Each such Optional Prepayment Notice shall specify the date --- ---- -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.03 shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance filed separately with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment Securities and the payment amount specified in such notice shall be due and payable on the date specified thereinExchange Commission. Any prepayment of principal of the Loans hereunder shall include all interest accrued to the date of prepayment. No amount repaid Confidential treatment has been requested with respect to the Loans may omitted portions. No amounts so prepaid, whether before or after the Commitment Termination Date, shall be reborrowed. DB1/ 113327194.13available for reborrowing.

Optional Prepayments of Loans. The Borrower shall have the right right, at any time its election, to prepay the Dollar Term outstanding amount of the Loans, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, whole or in part, by providing on any Business Day, without penalty or premium; provided that the Borrower shall not have the right to prepay any Competitive Bid Loan without the prior written consent of the Lender thereof and the full or partial prepayment of the outstanding amount of any Eurocurrency Rate Loans made pursuant to this §3.3 not made on the last day of the Interest Period relating thereto shall be subject to the provisions of the last sentence of this paragraph. The Borrower shall give the Agent prior written notice (an “Optional Prepayment Notice”) of any prepayment pursuant to the Administrative Agent this §3.3 no later than 1:00 p.m. three 10:00 a.m., on (3i) the same Business Day as prepayment of any Base Rate Loans, or (ii) the day that is two (2) Business Days prior to any proposed repayment of any Eurocurrency Rate Loans, specifying the proposed date of payment of Loans and the principal amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such prepayment, without premium or penalty, provided that, subject payment to compliance with Section 3.05, (a) each be received by such Lender. Each such partial prepayment of the Loans shall be in principal amount of $5,000,000 or a whole an integral multiple of $1,000,000 in excess thereofand, and (b) each partial prepayment to the extent requested by the Agent, shall be allocated among accompanied by the Appropriate Lenders in accordance with such Lender’s Applicable Percentage payment of the applicable Loans. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of all charges outstanding on all Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of accrued interest on the amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.03 shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior principal repaid to the date for of payment. The principal payments so received shall be applied first to the principal of Swingline Loans, next to the principal of Base Rate Loans other than Swingline Loans and then to the principal of Eurocurrency Rate Loans. Notwithstanding anything contained herein to the contrary, if the Borrower makes a full or partial prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for of a Eurocurrency Rate Loan on a date other than the avoidance last day of doubtthe Interest Period relating thereto, the Borrower shall remain obligated pursuant to also make the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person indemnity payments described in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, 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 principal of the Loans hereunder shall include all interest accrued to the date of prepayment. No amount repaid with respect to the Loans may be reborrowed. DB1/ 113327194.13§4.8.

Optional Prepayments of Loans. The Borrower shall have the right right, at any time its election, to prepay the Dollar Term outstanding amount of the Loans, the Euro Term Loans or the Delayed Draw Loans on or before the Maturity Date as a whole, whole or in part, by providing on any Business Day, without penalty or premium; provided that the Borrower shall not have the right to prepay any Competitive Bid Loan without the prior written consent of the Lender thereof and the full or partial prepayment of the outstanding amount of any Eurocurrency Rate Loans made pursuant to this §3.3 not made on the last day of the Interest Period relating thereto shall be subject to the provisions of the last sentence of this paragraph. The Borrower shall give the Agent prior written notice (an “Optional Prepayment Notice”) of any prepayment pursuant to the Administrative Agent this §3.3 no later than 1:00 p.m. three 10:00 a.m., on (3i) the same Business Day as prepayment of any Base Rate Loans or LIBOR Loans, (ii) the day that is two (2) Business Days prior to any proposed repayment of any Eurocurrency Rate Loans denominated in Dollars and (iii) the day that is four (4) Business Days (or five (5) Business Days, in respect of Loans denominated in Special Notice Currencies) prior to any proposed prepayment of any Eurocurrency Rate Loans denominated in Alternative Currencies, specifying the proposed date of such prepaymentprepayment of Loans, without premium or penalty, provided that, subject to compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (b) each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage which of the applicable Loans. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment Facilities will be prepaid and the Type(s) principal amount, currency, Type and Interest Period of the Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of such Lender’s ratable portion (if any) of the principal amount of such prepayment to be received by such Lender (based on such Lender’s Applicable Commitment Percentage in respect of such prepaymentany prepayment of the Delayed Draw Term Facility and/or the Revolving Credit Facility, as the case may be). Each Optional Prepayment Notice given under this Section 2.03 such partial prepayment of the Loans shall be irrevocable; providedin an integral multiple of $1,000,000 and, howeverto the extent requested by the Agent, that any shall be accompanied by the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid to the date of payment. The principal payments so received shall be applied first to the principal of Base Rate Loans and then to the principal of Eurocurrency Rate Loans. If such Optional Prepayment Notice may state that such Optional Prepayment Notice notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness given by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, 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 Subject to §2.12, each such prepayment shall be promptly paid to the Lenders in accordance with their respective Commitment Percentages in respect of any prepayment of principal Delayed Draw Term Loans or Revolving Loans, as applicable. Notwithstanding anything contained herein to the contrary, (x) if the Borrower makes a full or partial prepayment of a Eurocurrency Rate Loan on a date other than the last day of the Loans hereunder Interest Period relating thereto, the Borrower shall include all interest accrued to also make the date of prepayment. No amount repaid indemnity payments described in §4.8 and (y) any prepayment made with respect to Delayed Draw Term Loans that are Eurocurrency Rate Loans or LIBOR Loans shall be applied first to the Loans may be reborrowed. DB1/ 113327194.13portion thereof that is not subject to an Interest Rate Contract.