Common use of Prepayment of Loans Clause in Contracts

Prepayment of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Loan in whole or in part, subject to without premium or penalty (except as set forth in this Section and Section 2.17), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the principal amount of Loans of any Class outstanding, upon prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (ix) in the case of prepayment of a Eurodollar Revolving Borrowingan ABR Loan, not later less than 11:00 a.m., New York City time, three one Business Days before Day prior to the date of prepayment, or (iiy) in the case of prepayment of an ABR Revolving BorrowingEurocurrency Loans denominated in Dollars, not later less than 11:00 a.m.three Business Days prior to the date of prepayment and (z) in the case of a Eurocurrency Revolving Loan denominated in an Alternative Currency, New York City time, one not less than four Business Day before Days prior to the date of prepayment. Each notice delivered by the Borrower pursuant to this Section 2.12(a) shall be irrevocable; provided, that such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall be irrevocable signed by a Responsible Officer of the Borrower and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Class(es) and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid; provided , 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 pro rata share of such prepayment. In the event that, if a notice on or prior to the date which is six months after the Closing Date, the Borrower makes any prepayment or amendment of prepayment is given Term B Loans in connection with any Repricing Transaction (other than in connection with a conditional notice Change of termination Control or Transformative Acquisition), the Borrower shall pay to the Administrative Agent, for the ratable account of the Commitments as contemplated by Section 2.07Term B Lenders, then such notice a prepayment premium of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 501% of the aggregate principal amount of the Term B Loans outstanding hereunder)being so prepaid, such Borrower will promptly prepay each Loanrefinanced, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofsubstituted or replaced or amended.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyand, in the case of prepayment of a Swing Line Borrowing, the Swing Line Lender) of any prepayment hereunder under paragraph (a) above or to comply with paragraph (c) below or with Section 2.20(b) (i) in the case of prepayment of a Eurodollar Revolving BorrowingBorrowing of Eurocurrency Rate Loans, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR a Revolving BorrowingBorrowing of Base Rate Loans, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swing Line Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be in a form approved by 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 of the Borrower. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09(c). Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon In the occurrence event of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part termination of the assets Commitments, the Borrower shall on the date of such termination reduce the Aggregate Revolving Credit Exposure to zero. (d) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.11(d) unless after the prepayment in full of the Company Revolving Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofeffect.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without incurring a prepayment penalty, fee, or other cost (except as otherwise expressly set forth in this Agreement), subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.06. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.10 and any amounts due under Section 2.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (subject to the requirements of Section 2.15), subject to prior notice in accordance with paragraph (b) of this Section; provided that no . The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) by telephone (confirmed by telecopytelecopy (or other facsimile transmission or by electronic mail) or hand delivery of written notice) or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before the date of prepayment and (iii) in the case of prepayment of a Swing Line Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of reduction or termination of the Commitments as contemplated by Section 2.072.8, then such notice of prepayment may be revoked if such notice of reduction or termination is revoked in accordance with Section 2.072.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. 2.2. (b) The Borrower shall from time to time prepay first, the Swing Line Loans, and second, the Revolving Loans to the extent necessary so that the Total Utilization of Commitments shall not at any time exceed the Commitments then in effect. (c) Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included of the Lenders in the prepaid Borrowingaccordance with their respective Applicable Percentages. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12 and any costs incurred as contemplated by Section 2.15. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (ai) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject without premium or penalty; provided that in the event that, on or prior to prior notice the date that is six months after the Effective Date, the Borrower enters into any Repricing Transaction, the Borrower shall pay to the First Lien Administrative Agent, for the ratable account of each of the applicable Term Lenders, (I) in accordance the case of clause (a) of the definition of “Repricing Transaction”, a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with paragraph such Repricing Transaction or (II) in the case of clause (b) of this Section; provided the definition of “Repricing Transaction”, , an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (ii) Notwithstanding anything in any First Lien Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, Holdings, any Intermediate Parent, the Borrower or any of their respective Subsidiaries may offer to prepay all or a portion of the outstanding Term Loans on the following basis: (A) Holdings, any Intermediate Parent, the Borrower or any of their respective Subsidiaries shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of make a voluntary prepayment of Term Loans at a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or (ii) Borrower Solicitation of Discounted Prepayment Offers, in the each case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked made in accordance with this Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder2.11(a)(ii), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment (x) Holdings, any Intermediate Parent, the Borrower or any of their respective Subsidiaries shall not make any Competitive Borrowing of Revolving Loans or Swingline Loans to fund any Discounted Term Loan Prepayment and (y) Holdings, any Intermediate Parent, the Borrower or any of their respective Subsidiaries shall be made without not initiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the prior consent consummation of the Lender thereof.most recent Discounted Term Loan Prepayment as a result of a prepayment made by Holdings, any Intermediate Parent, the Borrower or any of their respective Subsidiaries on the applicable Discounted Prepayment Effective Date; or (II) at least three

Prepayment of Loans. (a) Each The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Company (on its own behalf or on behalf of any other Borrower) shall notify the Administrative Agent by telephone (confirmed by telecopy) (or, in the case of notices with respect to Eurocurrency Borrowings denominated in an Alternative Currency, in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 10:00 a.m., New York City time, Local Time three Business Days before the date of prepayment, or prepayment and (ii) in the case of prepayment of an ABR Revolving BorrowingBorrowing (including Swingline Loans), not later than 11:00 10:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. If a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Company shall also pay any amounts owing pursuant to Section 2.15. (c) Upon If at any time the occurrence aggregate Revolving Credit Exposure of either the Lenders exceeds the aggregate Commitments of the Lenders (i) other than as a Change result of currency fluctuations in Controlwhich case the provisions of Section 2.20 shall apply), or (ii) a Disposition the Borrowers shall immediately prepay the Revolving Loans in the amount of such excess. To the extent that, after the prepayment of all or any substantial part Revolving Loans an excess of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of Revolving Credit Exposure over the aggregate principal Commitments still exists, the Borrowers shall promptly cash collateralize the Letters of Credit in the manner described in Article VI in an amount of Loans outstanding hereunder), sufficient to eliminate such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofexcess.

Prepayment of Loans. (a) Each Borrower The Company shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to prior notice in accordance with paragraph (b) Section 2.17), subject to the requirements of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Company shall notify the Administrative Agent by telephone (confirmed by telecopy) email of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before prior to the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one on the date of prepayment, or (iii) in the case of Daily Simple SOFR Borrowing, not later than 11:00 a.m., New York City time, five Business Day before Days prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities, issuance of debt or equity securities, or the occurrence of any event specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to on the extent required by Section 2.11amounts prepaid. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay or repay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event and on each occasion that the sum of the Revolving Credit Exposures exceeds the sum of the Commitments, the Borrower shall not later than the next Business Day prepay Revolving Borrowings in an aggregate amount equal to such excess, and in the event that after such prepayment of Borrowings any such excess shall remain, the Borrower shall deposit cash in an amount equal to such excess as collateral for the reimbursement obligations of the Borrower in respect of Letters of Credit; provided that if such excess results from a change in currency exchange rates, such prepayment and deposit shall be required to be made not later than the fifth Business Day after the day on which the Payment Agent shall have given the Borrower notice of such excess. Any cash so deposited (and any cash previously deposited pursuant to this paragraph) with the Payment Agent shall be held in an account over which the Payment Agent shall have sole dominion and control, including exclusive rights of withdrawal. Other than any interest earned on the investment of such deposits, which investment shall be made in the discretion of the Payment Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Payment Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders holding a majority of the LC Exposures), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower has provided cash collateral to secure the reimbursement obligations of the Borrower in respect of Letters of Credit, then, so long as no Event of Default shall exist, such cash collateral shall be released to the Borrower if so requested by the Borrower at any time if and to the extent that, after giving effect to such release, the aggregate amount of the Revolving Credit Exposures would not exceed the aggregate amount of the Commitments. (c) The Borrowers Borrower shall notify the Administrative Payment Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyTelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment; provided that in the case of any prepayment required to be made within one Business Day under paragraph (b) above the Borrower will give such notice as soon as practicable. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Payment Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, no later than the second Business Day after such Net Proceeds are received, prepay Term Borrowings (or, following the repayment of all Term Borrowings, permanently reduce the Revolving Commitments) in an aggregate amount equal to (i) in the case of any Prepayment Event described in clause (c) of the definition of the term "Prepayment Event", 50% of such Net Proceeds and (ii) in the case of any other Prepayment Event, 100% of such Net Proceeds. (c) Following the end of each Fiscal Year, commencing with the 1997 Fiscal Year, the Borrower shall prepay Term Borrowings (or, following the repayment of all Term Borrowings, permanently reduce the Revolving Commitments) in an aggregate amount equal to 50% of Excess Cash Flow for such Fiscal Year. Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to Section 5.01 with respect to the Fiscal Year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such Fiscal Year). (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (f) of this Section, provided that each prepayment of Borrowings of any Class shall be applied to prepay ABR Borrowings of such Class before any other Borrowings of such Class. In the event of any optional or mandatory prepayment of Term Borrowings made at a time when Term Borrowings of both Classes remain outstanding, the Borrower shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated between the Tranche A Term Borrowings and Tranche B Term Borrowings pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class (a "Pro Rata Allocation"), provided that to the extent Tranche A Term Loans remain outstanding on the prepayment date, any Tranche B Lender may elect, by notice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Tranche B Term Loans pursuant to this Section, in which case the aggregate amount of the prepayment that would have been applied to prepay such Tranche B Lender's Tranche B Term Loans but was so declined shall be applied to prepay Tranche A Term Borrowings. (e) In the event that (a) the sum of (i) the aggregate principal amount of all Loans outstanding under the Revolving Commitments at any time and (ii) the LC Exposure at such time exceeds (b) the aggregate Revolving Commitments at such time, the Borrower will immediately repay Revolving Loans and, following the repayment of such Loans, cash collateralize outstanding Letters of Credit, in an aggregate amount equal to such excess. (f) The Borrowers Borrower shall notify the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.12:00 Noon, New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 Noon, New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.prepayment

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingBorrowing (other than Swingline Loans), not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked or delayed if such notice of termination is revoked or delayed in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments, if any, pursuant to Section 2.16. (cb) Upon If at any time the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount of Loans outstanding hereunderall of the Revolving Credit Exposures exceeds the aggregate Commitments, the Borrower shall immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), such Borrower will promptly prepay each Loanas applicable, together with accrued interest; provided in an aggregate principal amount sufficient to cause the aggregate principal amount of all Revolving Credit Exposures minus the amount of LC Exposure that no prepayment of any Competitive Loan shall has been cash collateralized to be made without less than or equal to the prior consent of the Lender thereofaggregate Commitments.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone telephone, fax or electronic mail (and, in the case of telephonic notice, promptly confirmed by telecopyhand delivery, fax or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the same Business Day as the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the same Business Day as the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments or Term Loan Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Revolving Credit Lenders and/or the Term Loan Lenders, as applicable, of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (c) Upon the occurrence of either (i) a Change in ControlIf, or (ii) a Disposition of all or on any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding companydate, each Borrower agrees that if requested by the Administrative Agent (acting at notifies the request Borrower that the Total Revolving Credit Exposure exceeds the Revolving Credit Facility on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of Lenders holding more than 50% such notice, prepay the outstanding principal amount of any Revolving Credit Loans owing by the Borrower in an aggregate amount sufficient to reduce the Total Revolving Credit Exposure to an amount not exceeding the Revolving Credit Facility on such date. If any such excess remains after prepayment in full of the aggregate principal outstanding Revolving Credit Loans, the Borrower shall provide cash collateral in the manner set forth in Section 2.05(j) in an amount equal to 100% of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofexcess.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without penalty or premium (other than break funding payments required by Section 2.16) subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, time one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07that is conditional upon the effectiveness of other transactions, then such notice of prepayment may be revoked by the Borrower if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid BorrowingRevolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(e). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) any break funding payments required by Section 2.16. (b) If at any time the Total Revolving Credit Exposures exceed the aggregate Revolving Commitments, the Borrower shall immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate principal amount of the Total Revolving Credit Exposures to be less than or equal to the aggregate Revolving Commitments. (c) Upon In the occurrence event and on each occasion that any Net Cash Proceeds are received by or on behalf of either the Parent Guarantor, the Borrower or any Restricted Subsidiary in respect of any Prepayment Event, the Borrower shall, within five (i5) Business Days after such Net Cash Proceeds are received, prepay the Obligations as set forth in Section 2.11(e) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, such required prepayment shall only be required to be made for amounts in excess of $5,000,000 per Fiscal Year; provided further that, so long as no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Borrower reinvests such Net Cash Proceeds in assets of a Change kind then used or usable in Controlthe business of the Parent Guarantor, the Borrower and the Restricted Subsidiaries within 360 days after the date of receipt of such Net Cash Proceeds, or (ii) enters into a Disposition binding commitment thereof within said 360-day period and subsequently makes such reinvestment within 180 days after the end of all or any substantial part of such 450-day period; provided that, the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by notifies the Administrative Agent within five (acting at 5) Business Days following receipt by the request Parent Guarantor, the Borrower or any Restricted Subsidiary of Lenders holding more than 50% such Net Cash Proceeds of the aggregate principal amount of Loans outstanding hereunder), Borrower’s intent to reinvest such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan Net Cash Proceeds. (d) All such amounts pursuant to Section 2.11(c) shall be made applied to prepay the Term Loans in the direct order of maturity. (e) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any Incremental Amendment (provided, that such Incremental Amendment may not, without the prior consent of the Lender thereofrequisite Lenders in accordance with Section 9.02, provide that the applicable Class of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.11(c) than would otherwise be permitted by this Agreement), in each case effectuated or issued in a manner consistent with this Agreement, each prepayment of Term Loans pursuant to Section 2.11(c) shall be allocated ratably to the Term Loans and Incremental Term Loans (if any) then outstanding.

Prepayment of Loans. (a) Each Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section; provided that no Borrower shall have the right to prepay Section and, if applicable, payment of any Competitive Loan without the prior consent of the Lender thereofbreak funding expenses under Section 2.16. (b) Except for Protective Advances and Overadvances permitted under Sections 2.04 and 2.05, if at any time the Borrowers are not in compliance with the Revolving Exposure Limitations, the Borrowers shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate amount equal to such excess. (c) The Borrowers Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder not later than 10:00 a.m., Chicago time, (iA) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, prepayment or (iiB) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13 and amounts due under Section 2.16. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon If at any time the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount of Loans outstanding hereunderall of the Revolving Credit Exposures exceeds the aggregate Revolving Commitments, the Borrower shall immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate principal amount of all Revolving Credit Exposures to be less than or equal to the aggregate Revolving Commitments. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, immediately after such Borrower will promptly Net Cash Proceeds are received, prepay each Loan, together with accrued interestthe Term Loans in the inverse order of maturity in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower or its relevant Subsidiaries intend to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Cash Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Borrower and/or its Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds specified in such certificate; provided further that to the extent of any Competitive Loan such Net Cash Proceeds therefrom that have not been so applied by the end of such 365-day period, at which time a prepayment shall be made without the prior consent of the Lender thereofrequired in an amount equal to such Net Cash Proceeds that have not been so applied.

Prepayment of Loans. (a) Each Borrower Upon prior notice in accordance with paragraph (d) of this Section 2.11, the Borrowers shall have the right at any time and from time to time to prepay any Revolving Borrowing of such Borrower in whole or in part, part without premium or penalty (but subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereofSection 2.16). (b) Except for Protective Advances and Overadvance Loans permitted under Section 2.04, in the event and on each Business Day on which the total Revolving Exposure exceeds the lesser of (i) the aggregate Revolving Commitments and (ii) the Borrowing Base, the Borrowers shall promptly prepay first, any outstanding Swingline Loans in an amount equal to such excess Swingline Loans, second, if any excess remains after prepaying all Swingline Loans, any outstanding Revolving Loans in an amount equal to any remaining excess and third, if any excess remains after prepaying all Swingline Loans and all Revolving Loans, depositing an amount in cash in an amount equal to any remaining excess in the LC Collateral Account. (c) On each occasion that a Non-Ordinary Course Asset Disposition or Recovery Event occurs after the occurrence of a Liquidity Event (for so long as such Liquidity Event is continuing), the Borrowers shall promptly prepay after receipt of any Net Cash Proceeds therefrom, first, any outstanding Swingline Loans, in an amount equal to such Net Cash Proceeds, second, if any Net Cash Proceeds remain after prepaying all Swingline Loans, any outstanding Revolving Loans in an amount equal to any remaining Net Cash Proceeds, and third, if any Net Cash Proceeds remain after prepaying all Swingline Loans and all Revolving Loans, depositing an amount in cash equal to any remaining Net Cash Proceeds in the LC Collateral Account. (d) The Borrowers Borrower Agent shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving LIBOR Rate Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 10:00 a.m., New York City time, one Business Day before on the day of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower made by it in whole or in part, without premium or penalty (but subject to Section 2.15), subject to prior notice in accordance with paragraph (bc) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereofSection 2.9. (b) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section 2.9; provided that optional prepayments shall be applied (i) first, to accrued interest on the amount of Revolving Credit Loans prepaid, and (ii) second, to the outstanding principal amount of Revolving Credit Loans. (c) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) Electronically of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, prepayment (or such later time and/or date as may be agreed by the Agent in its reasonable discretion) or (ii) in the case of prepayment of an ABR Revolving a Base Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepaymentprepayment (or such later time and/or date as may be agreed by the Agent in its reasonable discretion). Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprovided, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such that any notice of prepayment may be revoked if conditioned upon the effectiveness of other credit facilities or any other financing, Disposition, sale or other transaction and any such notice of termination is revoked in accordance with Section 2.07may be extended or rescinded. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing2.2. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. 2.12. Each repayment of a Borrowing shall be applied to the Loans included in the repaid Borrowing such that each Lender holding Loans included in such repaid Borrowing receives its ratable share of such repayment (c) Upon based upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part respective Revolving Credit Exposures of the assets of the Company Lenders holding Loans included in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting such repaid Borrowing at the request time of Lenders holding more than 50% such repayment). Notwithstanding anything to the contrary in this Agreement, after any Extension, the Borrower may voluntarily prepay any Borrowing of non-extended Revolving Credit Loans (and terminate the aggregate principal amount of related Revolving Credit Commitment) pursuant to which the related Extension Offer was made without any obligation to prepay the corresponding Revolving Credit Loans outstanding hereunder), subject to such Borrower will promptly Extension Offer or may voluntarily prepay each Loan, together with accrued interest; provided that no prepayment any Borrowing of any Competitive Loan shall be such Revolving Credit Loans (and terminate the related Extended Revolving Credit Commitment) pursuant to which the related Extension Offer was made without any obligation to voluntarily prepay the prior consent of the Lender thereofcorresponding non-extended Revolving Credit Loan.

Prepayment of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Borrower shall have Section 2.11(a). The applicable Borrower, or the right to prepay any Competitive Loan without the prior consent Company on behalf of the Lender thereof. (b) The Borrowers applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing or a BA Equivalent Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Revolving Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency or a BA Equivalent Borrowing), in each case before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing or a Canadian Base Rate Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type to such as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon the occurrence of either If at any time, (i) other than as a Change result of fluctuations in Controlcurrency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Revolving Credit Availability at such time or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Company Revolving Credit Exposures denominated in Foreign Currencies (the “Company Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Company Foreign Currency Sublimit or (C) the sum of the aggregate principal Dollar Amount of all of the outstanding Canadian Revolving Credit Exposures (the “Canadian Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Canadian Revolving Credit Availability at such time or (ii) solely as a Disposition result of all or any substantial part of fluctuations in currency exchange rates, (A) the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount Dollar Amount of Loans outstanding hereunderall of the Revolving Credit Exposures (so calculated), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent as of the Lender thereofmost recent Computation Date with respect to each such Credit Event, exceeds 105% of the Revolving Credit Availability at such time or (B) the Company Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Company Foreign Currency Sublimit or (C) the Canadian Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Canadian Revolving Credit Availability at such time, the Borrowers shall in each case promptly repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the Revolving Credit Availability at such time, (y) the Company Foreign Currency Exposure to be less than or equal to the Company Foreign Currency Sublimit and (z) the Canadian Currency Exposure to be less than or equal to the Canadian Revolving Credit Availability at such time, as applicable.

Prepayment of Loans. (a) Each Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Administrative Borrower, on behalf of the applicable Borrower, shall notify the Applicable Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by a telecopy notice signed by a Responsible Officer of the Administrative Agent by telephone (confirmed by telecopy) Borrower of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingEurocurrency Borrowing denominated in US Dollars, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of prepayment, or (ii) in the case of a Eurocurrency Borrowing denominated in an Alternative Currency (other than Yen) or a EURIBOR Borrowing, not later than 11:00 a.m., Local Time, three Business Days before the date of prepayment, (iii) in the case of a Eurocurrency Borrowing denominated in Yen, not later than 11:00 a.m., Local Time, four Business Days before the date of prepayment, (iv) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, one Business Day before the date of prepayment or (v) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.072.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Applicable Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (c) Upon If, on any date, the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part aggregate amount of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50Revolving Credit Exposures shall exceed 105% of the aggregate Revolving Commitments as a result of currency fluctuations, then the applicable Borrowers shall, within three Business Days, prepay one or more Borrowings in an aggregate principal amount of Loans outstanding hereunder), sufficient to eliminate such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofexcess.

Prepayment of Loans. (a) Each Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving BorrowingBorrowing denominated in a Foreign Currency, not later than 11:00 a.m.12:00 noon, New York City time, four Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Dollars, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (iiiii) in the case of prepayment of an ABR Revolving BorrowingBorrowing by a Borrower which is a Foreign Subsidiary, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iv) in the case of prepayment of an ABR Revolving Borrowing by a Borrower which is not a Foreign Subsidiary or of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart on a pro rata basis, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereofpenalty or premium. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile or other electronic transmission in substantially the form of Exhibit H) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each the Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment may state that such notice is given in connection with a conditional notice upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.07proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, then in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.09 and amounts required pursuant to Section 2.12. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each Subject to any breakage funding costs payable pursuant to Section 2.16, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty, provided that each prepayment is in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, or if such amount is lesser, the outstanding amount of the Borrowing, and made subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar EurodollarSOFR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone telephone, facsimile or electronic mail (and, in the case of telephonic notice, promptly confirmed by telecopyhand delivery, facsimile or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three Business Days before the date of prepaymentprepayment (or such shorter notice as may be satisfactory to the Administrative Agent), or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.07, then Borrower may state that such notice is conditioned upon the occurrence of prepayment an event, in which case such notice may be revoked if such by the Borrower (by notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise on or prior to the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02specified effective date) if such condition is not satisfied. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.112.12. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty but subject to break funding payments required by Section 2.16), subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon the occurrence of either If at any time, (i) other than as a Change result of fluctuations in Controlcurrency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or (ii) solely as a Disposition result of all or any substantial part of fluctuations in currency exchange rates, the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount Dollar Amount of Loans all of the outstanding hereunderRevolving Credit Exposures (so calculated), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent as of the Lender thereofmost recent Computation Date with respect to each such Credit Event, exceeds 105% of the Aggregate Commitment, the Borrower shall in each case immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the Aggregate Commitment.

Prepayment of Loans. (a) Each Subject to the provisos below, the Borrower shall have the right may at any time and from time to time to prepay any Borrowing of such Borrower the Revolving Loans, in whole or in part, subject without premium or penalty, upon irrevocable notice, which shall be in substantially the firm attached hereto as Exhibit H, delivered to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.prior to 10:00 A.M., New York City timetime on the same Business Day, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such which notice shall be irrevocable and shall specify the name date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the BorrowerInterest Period applicable thereto, the prepayment date and the principal amount of each Borrowing or portion thereof Borrower shall also pay any amounts owing pursuant to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.20. Promptly following Upon receipt of any such notice relating to a Revolving Borrowingof prepayment, the Administrative Agent shall advise notify each relevant Lender thereof on the Lenders date of receipt of such notice. If any such notice is given, the contents thereofamount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of prepayments of Loans maintained as Base Rate Loans) accrued interest to such date on the amount prepaid. Each partial prepayment of any Revolving Borrowing Partial prepayments shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the then outstanding principal amount of Loans). The application of any prepayment pursuant to this Section 2.13(a) shall be made, first, to Base Rate Loans outstanding hereunderof the respective Revolving Lenders (and of the respective tranche, if there are multiple tranches) and, second, to Eurodollar Loans of the respective Revolving Lenders (and of the respective tranche, if there are multiple tranches), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no . Any prepayments of the 2019 Incremental Term Loans pursuant to this Section 2.13(a) shall be applied to the remaining scheduled installments of the 2019 Incremental Term Loans as directed by the Borrower. A notice of prepayment of any Competitive Loan shall all outstanding Revolving Loans pursuant to this Section 2.13(a) may state that such notice is conditioned upon the effectiveness of other credit facilities, securities offerings or other transactions, the proceeds of which will be made without used to refinance in full this Agreement, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior consent of to the Lender thereofspecified effective date) if such condition is not satisfied.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Dollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of a Eurocurrency Multicurrency Borrowing, not later than 10:00 a.m., London time, three Business Days before the date of prepayment, or (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02$1,000,000 and not less than $5,000,000. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12 and break funding payments pursuant to Section 2.15. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment Each prepayment of a mutual holding company, each Borrower agrees that if requested Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing in such order of application as directed by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofBorrower.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event and on such occasion that the aggregate Revolving Exposures exceed the aggregate Revolving Commitments, the Borrower shall prepay Revolving Borrowings in an aggregate amount equal to such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrowerprepayment date, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.072.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.06 by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.10. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of by such Borrower in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event and on such occasion that on any Business Day the Revolving Exposure Limitations are exceeded for any reason, each Borrower shall immediately repay such of its outstanding Loans and/or Cash Collateralize such of the outstanding Letters of Credit issued for the account of such Borrower as shall be required to ensure that the Revolving Exposure Limitations would be satisfied on such date after giving effect to such prepayment and/or Cash Collateralization. (c) The Borrowers Borrower Representative shall notify the Applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender and in the case of a prepayment of Multicurrency Loans, with a copy to the Administrative Agent) by telephone (confirmed by telecopyemail) of any prepayment hereunder pursuant to paragraph (a) above not later than (i) 12:00 noon, Pacific time, (A) in the case of prepayment of a Eurodollar EurodollarTerm Benchmark Revolving Borrowing or CDOR Rate Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (iiB) in the case of prepayment of an ABR Revolving Borrowing or a Canadian Prime Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Class and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13 and any break funding payments required by Section 2.16. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing or a RFR Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, one Business Day before on the date of prepaymentprepayment (or such shorter times as the Administrative Agent may agree in its sole discretion). Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or 2.13 and any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment amount required to be paid pursuant to Section 2.16. Any portion of a mutual holding company, each Borrower agrees Term Loan that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall is prepaid or repaid may not be made without the prior consent of the Lender thereofreborrowed.

Prepayment of Loans. (a) Each Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section; provided that no Borrower shall have the right to prepay Section and, if applicable, payment of any Competitive Loan without the prior consent of the Lender thereofbreak funding expenses under Section 2.16. (b) Except for Protective Advances and Overadvances permitted under Sections 2.04 and 2.05, if at any time the Borrowers are not in compliance with the Revolving Exposure Limitations, the Borrowers shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate amount equal to such excess. (c) The Borrowers Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder not later than 10:00 a.m., Chicago time, (iA) in the case of prepayment of a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, (B) in the case of prepayment of an RFR Borrowing, five (5) Business Days before the date of prepayment or (iiC) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13 and amounts due under Section 2.16. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Loan in whole or in part, without premium or penalty (other than as set forth in Section 2.08(b), and subject to Section 3.05), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with paragraph the below, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Facilities. Each prepayment made pursuant to this Section 2.08(a) shall be made upon notice to the Administrative Agent, which may be given by telephone (and if in writing shall be appropriately signed by a Responsible Officer of the Borrower), which notice must be received by the Administrative Agent not later than 1:00 p.m. Local Time (x) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) on the date of prepayment of Base Rate Loans. Each such notice shall specify the date and amount of such prepayment, the applicable Facility and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and if such prepayment will be made with the proceeds of any Repricing Transaction. Each telephonic notice by the Borrower pursuant to this Section 2.08(a) must be confirmed promptly by delivery to the Administrative Agent of a written prepayment notice, appropriately completed and signed by a Responsible Officer of the Borrower. 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 percentage (carried out to the ninth decimal place) of the applicable Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan under this Section 2.08 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (b) Notwithstanding anything herein to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (i) makes any prepayment of Term Loans with the proceeds of any Repricing Transaction described under clause (i) of the definition of Repricing Transaction, or (ii) effects any amendment of this Section; Agreement resulting in a Repricing Transaction under clause (ii) of the definition of Repricing Transaction, the Borrower shall on the date of such prepayment or amendment, as applicable, pay to each Lender, (A) in the case of such clause (x), 1.00% of the principal amount of the Term Loans so prepaid and (B) in the case of such clause (y), 1.00% of the aggregate amount of the Term Loans affected by such Repricing Transaction and outstanding on the effective date of such amendment. (c) Subject to the Intercreditor Agreement, the Borrower shall apply all Net Proceeds (other than any Net Proceeds from the sale or disposition of any ABL Priority Collateral) promptly upon receipt thereof to prepay Term Loans in accordance with paragraphs (b) and (c) of Section 2.07. Notwithstanding the foregoing, the Borrower may retain Net Proceeds pursuant to clause (i) of the definition thereof, provided, that either (i) the Total Net Senior First Lien Secured Leverage Ratio on the last day of the Borrower’s then most recently completed fiscal quarter for which financial statements are available shall be less than or equal to 0.75 to 1.00 or (ii) the Repayment Percentage is equal to or greater than 75%. (d) Not later than 95 days after the end of each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply an amount equal to (x) the Required Percentage of such Excess Cash Flow, minus (y) the sum of the amount of any voluntary prepayments during such Excess Cash Flow Period of Indebtedness of the Borrower secured by first priority Liens, including the Loans, on property or assets of the Borrower and its Subsidiaries (provided that, in the case of the prepayment of Indebtedness under the ABL Credit Agreement or other revolving loans, as applicable, the “Revolving Commitments” and/or the “Swing Line Commitment” (as defined in the ABL Credit Agreement or analogous document), respectively, are permanently reduced at the time of such prepayment), to prepay Term Loans in accordance with paragraphs (b) and (c) of Section 2.07, provided that, for purposes of this Section 2.08(d), Discounted Voluntary Prepayments and Permitted Loan Purchases will not qualify as voluntary prepayments of Term Loans. Not later than the date on which the Borrower is required to deliver financial statements with respect to the end of each Excess Cash Flow Period under Section 6.04(a), the Borrower will deliver to the Administrative Agent a certificate signed by a Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail. (e) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower elects (or is otherwise required) to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Agent of its election to do so on or before the second Business Day prior to the Required Prepayment Date (it being understood that no any Lender which does not notify the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option (each, a “Declining Lender”), to prepay the Term Loans of such Declining Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Term Loans in accordance with Section 2.07(b) and (c)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to the Borrower. (f) (i) Notwithstanding anything to the contrary in Section 2.08(a), 2.11(c) or 3.04, the Borrower shall have the right at any time and from time to time to prepay any Competitive Loan without Term Loans to the prior consent Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.08(f), provided that (A) subject to satisfaction of the Lender thereofMinimum Liquidity Condition, Discounted Voluntary Prepayments may be made using Available Cash, and (B) the Borrower shall deliver to the Administrative Agent a certificate of the Chief Financial Officer of the Borrower stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.08(f) has been satisfied and (3) the aggregate principal amount of Term Loans so prepaid pursuant to such Discounted Voluntary Prepayment. (bi) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative Agent substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), at a discount to the par value of such Term Loans as specified below. The Borrowers Proposed Discounted Prepayment Amount of Term Loans shall not be less than $5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans (the “Discount Range”), (C) the source of proceeds to be used to make such Discounted Voluntary Prepayment and (D) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (ii) Upon receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of Term Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for Term Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.08(f)(ii)) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by telephone (confirmed by telecopy) the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any prepayment hereunder of its Loans at any discount to their par value within the Applicable Discount. (iiii) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount, provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (iv) Each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (except as set forth in Section 3.05), upon irrevocable notice substantially in the case form of prepayment of Exhibit H hereto (each a Eurodollar Revolving Borrowing“Discounted Voluntary Prepayment Notice”), not delivered to the Administrative Agent no later than 11:00 a.m., New York City 1:00 P.M. Local time, three Business Days before prior to the date of prepaymentsuch Discounted Voluntary Prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before which notice shall specify the date and amount of prepaymentthe Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Each Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be irrevocable due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (v) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall specify the name be consummated pursuant to procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Applicable Discount in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c2.08(f)(iii) Upon the occurrence of either (iabove) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested established by the Administrative Agent in consultation with the Borrower. (acting at vi) Prior to the request delivery of Lenders holding more than 50% of a Discounted Voluntary Prepayment Notice, upon written notice to the aggregate principal amount of Loans outstanding hereunder)Administrative Agent, such (A) the Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Competitive Loan shall be made without the prior consent of the Discounted Prepayment Option Notice and (B) any Lender thereofmay withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice.

Prepayment of Loans. (a) Each The Borrower (i) shall have the right at any time and from time to time voluntarily to prepay any Borrowing of such Borrower the Loans in whole or in partpart without premium or penalty, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower , and (ii) shall have prepay the right Loans from time to prepay any Competitive Loan time in whole or in part without the prior consent premium or penalty in accordance with paragraph (c) of the Lender thereofthis Section. (b) The Borrowers Borrower shall notify the Administrative Agent Lender by telephone discussion with a representative of the Lender (and not by voicemail or other form of recorded message) (confirmed by telecopy) of any prepayment hereunder (i) in the case of voluntary prepayment of a Eurodollar Revolving BorrowingLoans under Section 2.6(a)(i), not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof Loans to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.4, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.4. (c) Upon The Borrower shall prepay the occurrence principal of either the Loans in an amount equal to (i) 97% of the amount of all payments constituting repayment of HSBC RALs in which the Borrower has purchased a Change in ControlParticipation Interest that has been financed by the Lender which are remitted to the Borrower by HSBC TFS under Section 3.4(b)(iii) of the Servicing Agreement, or and (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 5097% of the aggregate principal amount of Loans outstanding hereunder)all repurchases of Participation Interests by HSBC TFS under Section 6 of the Participation Agreement as to Participation Interests that have been financed by the Lender. In the HSBC TFS Letter, such the Borrower will promptly prepay each Loanirrevocably authorize and instruct (A) HSBC TFS, together with accrued interest; provided that no as Servicer under the Servicing Agreement, to pay 97% of all amounts from time to time to be remitted to the Borrower by the Servicer under Section 3.4(b)(iii) of the Servicing Agreement in respect of Participation Interests financed by the Lender directly to the Lender for application to the prepayment of any Competitive Loan the Loans under this Section 2.6(c) and (B) HSBC TFS to pay 97% of all amounts otherwise payable to the Borrower in respect of the repurchase under Section 6 of the Participation Agreement of Participation Interests in HSBC RALs that have been financed by the Lender directly to the Lender for application to the prepayment of the Loans under this Section 2.6(c). The Lender shall be made entitled to rely without the prior consent further inquiry on notices and information received from HSBC TFS as contemplated in this Section 2.6(c). The Lender shall credit payments received from HSBC TFS under this Section 2.6(c) to prepayment of the Lender thereofprincipal of the Loans on the date of receipt.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower the Revolving Loans and the Term Loans in whole or in part, subject part without premium or penalty (other than break funding payments pursuant to prior Section 2.15) upon notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have to the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or .pdf via electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowingsuch prepayment, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied as directed by the Borrower provided however that each prepayment shall be shared ratably to the each Lender’s Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (cb) Upon The Borrower may, upon notice to the occurrence of either Swing Line Lender (with a copy to the 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) a Change in Controlsuch notice must be received by the Swing Line Lender and the Agent not later than 12:00 p.m. (noon) London Time on the date of the prepayment, or and (ii) any such prepayment shall be in a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate minimum principal amount of Loans outstanding hereunder)EUR250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan and the payment amount specified in such notice shall be made without due and payable on the prior consent of the Lender thereofdate specified therein.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay, or to make an offer to prepay (the “Offer to Prepay”), any Borrowing of such Borrower made by it in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile (or in any other manner approved pursuant to Section 9.01(b))) of any prepayment hereunder or Offer to Prepay. Any such notice of prepayment shall be given to the Administrative Agent at least two Business Days in advance of the date of such prepayment. Each such notice shall be irrevocable and shall specify the principal amount of each Borrowing or portion thereof to be prepaid or to be subject to such Offer to Prepay. The Administrative Agent shall promptly notify each Lender of any such prepayment or Offer to Prepay. Each Lender shall have the right to accept or decline, at the sole discretion of such Lender, any Offer to Prepay by providing written notice to the Administrative Agent of its acceptance or rejection prior to the third Business Day following receipt of the same (the “Offer Response Date”). The failure of a Lender to notify the Administrative Agent prior to the Offer Response Date shall be deemed to be an acceptance of the Offer to Prepay. The Administrative Agent shall promptly, and in any event within two Business Days of the Offer Response Date, notify the Borrower of which Lenders have accepted the Offer to Prepay and each such Lender shall be entitled to its pro rata share of the prepayment amount which is subject of such Offer to Prepay (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three within two Business Days before after the date Borrower’s receipt of prepayment, such notice from the Administrative Agent or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each the Borrower’s receipt of such notice from the Administrative Agent. Prepayments shall be irrevocable and shall specify accompanied by accrued interest to the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated extent required by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof2.11. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments ; provided, that, notwithstanding anything to the contrary in Section 2.17, for purposes of calculating such pro rata share, the Loans of the Lenders declining the Offer to Prepay shall be accompanied by accrued interest deemed to the extent required by Section 2.11be equal to zero. (c) Upon the occurrence of either (i) a Change in Control, Loans that are prepaid or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofrepaid may not reborrowed.

Prepayment of Loans. (a) Each Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11. The applicable Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swing Line Loan, the applicable Swing Line Lender) by telephone telephonic notice (promptly confirmed by telecopyhand delivery, facsimile transmission or electronic mail of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before on the date of prepayment or (iii) in the case of prepayment of a Swing Line Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or 2.13 and (ii) a Disposition of all or break funding payments pursuant to Section 2.16. If at any substantial part of time the assets of Total Revolving Credit Exposure exceeds the Company Aggregate Commitment, the Borrowers shall as soon as practicable (and in connection with a reorganization of any event within two (2) Business Days), prepay Borrowings and/or cash collateralize the Company and its Subsidiaries Total LC Exposure by depositing funds into the LC Collateral Account in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the an aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall sufficient to cause the Total Revolving Credit Exposure to be made without less than or equal to the prior consent of the Lender thereofAggregate Commitment.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.05. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.09. (c) Upon On the date that a Change of Control of the type described in clause (a)(iii) of the definition of that term occurs and on the date that is 15 days after the occurrence of either any other type of Change of Control, the Commitments shall terminate and the Borrower shall (i) a Change prepay the principal amount of the Loans and all accrued and unpaid interest thereon in Control, or immediately available funds and (ii) a Disposition of all or any substantial part deposit in an account with the Administrative Agent, in the name of the assets Administrative Agent for the benefit of the Company Lenders, an amount in connection with a reorganization cash equal to the LC Exposure as of the Company such date plus any accrued and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested unpaid interest thereon. Such deposit shall be held by the Administrative Agent (acting for the payment of LC Exposure. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall be invested so as to earn interest at such rate on overnight deposits as the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder)Administrative Agent may reasonably obtain, but such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan investments shall be made without at the prior consent Borrower's risk and expense. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Lender thereofreimbursement obligations of the Borrower for the LC Exposure at such time. Moneys in such account (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all LC Exposure shall have been reduced to zero.

Prepayment of Loans. (a) Each Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower the Borrowers shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Company shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or prepayment and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon If at any time from and after the occurrence of either Closing Date: (i) a Change in Controlthe Company merges or consolidates with another Person and the Company is not the surviving entity, or (ii) any Person and the Company or a Disposition Subsidiary merge into the Company or a Subsidiary in a transaction in which the Company or a Subsidiary is the surviving corporation and an Event of all Default has occurred as a result thereof or any substantial part (iii) property management and leasing services for 20% or more of the assets total number of Projects in which the Company has an ownership interest shall at any time be provided by any Person other than the Company, any of its consolidated Subsidiaries or the Manager or a Wholly Owned Subsidiary of Manager (the date of any such event shall occur being the "Prepayment Date"), the Borrowers shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Maturity Date and the Commitments thereupon shall be terminated. The Borrowers shall immediately make such prepayment together with the interest accrued to the date of the Company in connection with a reorganization prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the Company and its Subsidiaries in Issuing Bank. In connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan prior to the maturity thereof, the Borrowers shall also pay any applicable expenses pursuant to Section 2.16. Each such prepayment shall be made without applied to prepay ratably the prior consent Loans of the Lender thereofLenders. Amounts prepaid pursuant to this clause (c) (other than amounts prepaid pursuant to the first sentence of this clause (c)) may not be reborrowed. (d) If at any time from and after the Closing Date for any reason the sum of the total Revolving Credit Exposures plus the aggregate amount of outstanding Competitive Loans at any time exceeds the Borrowing Base, then the Borrowers shall prepay a portion of the Loans in the amount of such excess within three Business Days after such excess first occurs. If the prepayment of all Loans does not suffice to eliminate such excess, then the Borrowers shall deposit cash collateral under Section 2.06(j) in the amount of the remaining excess within such three Business Days.

Prepayment of Loans. (ai) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with the requirement to pay any amounts required pursuant to paragraph (bh) of this Section; provided that . (ii) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Default or Event of Default has occurred and is continuing after giving effect to the applicable prepayment and (y) no proceeds of Revolving Loans or Swingline Loans are used for this purpose, the Borrower may offer to prepay the outstanding Term Loans on the following basis: (A) The Borrower shall have the right to prepay make a voluntary prepayment of Term Loans at a discount to par (such prepayment, a “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that the Borrower shall not initiate any Competitive action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan without Prepayment unless (I) at least ten (10) Business Days shall have passed since the prior consent consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Term Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) was willing to accept any prepayment of any prepayment hereunder (i) Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of prepayment any Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers; provided, further, that any Term Loan that is prepaid shall be automatically and irrevocably cancelled and the Register shall be updated to reflect such cancellation (calculated on the par amount thereof) immediately upon acquisition by the Borrower. (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Eurodollar Revolving BorrowingSpecified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Lender of any one or more Classes of Term Loans, (II) any such offer shall specify the aggregate principal amount of each Class offered to be prepaid (the “Specified Discount Prepayment Amount”) and the specific percentage discount to par (the “Specified Discount”) of such Class of Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $500,000 and whole increments of $100,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 11:00 a.m.5:00 p.m., New York City time, three on the third Business Days before Day after the date of prepaymentdelivery of such notice to the relevant Term Lenders (the “Specified Discount Prepayment Response Date”). (2) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Term Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s Term Loans to be prepaid at such Specified Discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (ii3) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2); provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders of any Class exceeds the Specified Discount Prepayment Amount for such Class, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders of such Class in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender, and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the case foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with paragraph (F) below (subject to paragraph (J) below). (1) Subject to the proviso to paragraph (A) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of prepayment a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Lender of one or more Classes of Term Loans, (II) any such notice shall specify the maximum aggregate principal amount of each Class of Term Loans (the “Discount Range Prepayment Amount”), subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Class of Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such an ABR Revolving Borrowingevent, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $500,000 and whole increments of $100,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Term Lender to the Auction Agent (or its delegate) by no later than 11:00 a.m.5:00 p.m., New York City time, one on the third Business Day before after the date of prepaymentdelivery of such notice to the relevant Term Lenders (the “Discount Range Prepayment Response Date”). Each such notice relevant Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the name Discount Range (the “Submitted Discount”) at which such Term Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the Borrowerapplicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent (or its delegate) by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this paragraph (C). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following paragraph (3)) at the Applicable Discount (each such Lender, a “Participating Lender”). (3) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment date and of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each Borrowing or portion thereof such Identified Participating Lender, and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination (II) each Term Lender of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving BorrowingDiscounted Prepayment Effective Date, the Administrative Agent shall advise Applicable Discount, and the Lenders aggregate principal amount and Classes of the contents thereof. Each partial prepayment of any Revolving Borrowing shall Term Loans to be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of Loans outstanding hereunder)such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by such Borrower will promptly prepay each Loanon the Discounted Prepayment Effective Date in accordance with paragraph (F) below (subject to paragraph (J) below). (1) Subject to the proviso to paragraph (A) above, together the Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with accrued interestthree (3) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that no prepayment of (I) any Competitive Loan such solicitation shall be made without extended, at the prior consent sole discretion of the Borrower, to each Lender thereof.of one or more Classes of Term Loans, (II) any such notice shall specify the maximum aggregate principal amount of each Class of Term Loans (the “Solicited Discounted Prepayment Amount”) the Borrower is willing to prepay at a discount (it being understood that different Solicited Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $500,000 and whole increments of $100,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding relevant Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the

Prepayment of Loans. (a) Each Any Borrower shall have the -------------------- right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any -------- Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers relevant Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a -------- notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (c) Upon the occurrence If after giving effect to any prepayment of Loans either (i) a Change in Control, or (ii) a Disposition of all or any substantial part the sum of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of aggregate Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment plus the aggregate Competitive L/C Exposures exceeds the aggregate Commitments or (ii) the Revolving Credit Exposure of any Competitive Loan Lender exceeds the Commitment of such Lender, the Borrowers shall be made without forthwith prepay Loans (and, if necessary, provide cash collateral to secure reimbursement obligations in respect of Letters of Credit) to the prior consent of the Lender thereofextent necessary to eliminate such excess.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay voluntarily any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right Section and subject to prepay any Competitive Loan without the prior consent of the Lender thereofSection 2.16. (b) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three one (1) Business Days Day before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrowerprepayment date, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02$100,000 and not less than $500,000. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon the occurrence of either If at any time, (i) other than as a Change result of fluctuations in Controlcurrency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the lesser of the Aggregate Commitment and the Adjusted Aggregate Commitment or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a Disposition result of all or any substantial part of fluctuations in currency exchange rates, (A) the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount Dollar Amount of Loans outstanding hereunderall of the Revolving Credit Exposures (so calculated) exceeds 105% of the lesser of the Aggregate Commitment and the Adjusted Aggregate Commitment or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), such Borrower will promptly prepay each Loanas applicable, together with accrued interest; provided that no prepayment in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of any Competitive Loan shall all Revolving Credit Exposures (so calculated) to be made without less than or equal to the prior consent lesser of the Lender thereofAggregate Commitment and the Adjusted Aggregate Commitment and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, one Business Day before on the date of prepaymentprepayment (or such shorter times as the Administrative Agent may agree in its sole discretion). Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part 2.13. Any portion of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees Term Loan that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall is prepaid or repaid may not be made without the prior consent of the Lender thereofreborrowed.

Prepayment of Loans. (ai) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject without premium or penalty (except as provided in Section 2.12(d)). (ii) Notwithstanding anything in any Loan Document to prior notice in accordance with paragraph the contrary, so long as no Default or Event of Default has occurred and is continuing, Holdings, the Borrower or any of their respective Subsidiaries may offer to prepay all or a portion of the outstanding Term Loans on the following basis: (bA) Holdings, the Borrower or any of this Section; provided that no Borrower their respective Subsidiaries shall have the right to prepay make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that (x) Holdings, the Borrower or any Competitive of their respective Subsidiaries shall not make any Borrowing of Revolving Loans or Swing Loans to fund any Discounted Term Loan without Prepayment and (y) Holdings, the prior consent Borrower or any of the Lender thereof.their respective Subsidiaries shall not initiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) (b1) The Borrowers shall notify Subject to the Administrative first proviso to subsection (A) above, Holdings, the Borrower or any of their respective Subsidiaries may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent by telephone with three (confirmed by telecopy3) of any prepayment hereunder (i) Business Days’ notice in the case of prepayment form of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or Specified Discount Prepayment Notice; provided that (iiI) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each any such notice offer shall be irrevocable and made available, at the sole discretion of Holdings, the Borrower or any of their respective Subsidiaries, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the name of aggregate principal amount offered to be prepaid (the Borrower“Specified Discount Prepayment Amount”) with respect to each applicable tranche, the prepayment date tranche or tranches of Term Loans subject to such offer and the principal amount specific percentage discount to par (the “Specified Discount”) of each Borrowing or portion thereof such Term Loans to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be revoked if offered with respect to different tranches of Term Loans and, in such notice an event, each such offer will be treated as a separate offer pursuant to the terms of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowingthis Section), (III) the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing Specified Discount Prepayment Amount shall be in an aggregate amount that would be permitted not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.Specified Discount Prepayment

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon Within ten (10) days after the occurrence Borrower or any of either its Subsidiaries receives (i) a Change in Control, the proceeds of any Asset Dispositions or (ii) a Disposition proceeds of all any Secured Debt financing, the Borrower will prepay, or any substantial part cause such Subsidiary to prepay, the principal of the assets Note by the amount of such proceeds or financing proceeds, as applicable (less the amount of any debt paid off as a condition of the Company in connection with a reorganization Asset Dispositions, less any customary reserves for unpaid costs, such as operating costs and tenant improvements, and less reasonable and customary closing costs paid to Persons not Affiliates of the Company Borrower, including investment banking fees, underwriting discounts, commissions and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% other normal and customary out-of-pocket expenses paid to Persons not Affiliates of the aggregate principal amount of Loans outstanding hereunderBorrower), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower the Revolving Loans, the Term Loan A, the Term Loan A-2 and the Term Loan B in whole or in part, subject to prior notice and other limitations set forth in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) Each prepayment pursuant to Section 2.11(a) shall be applied to reduce the Loan designated by Borrower or if no designation is made pro rata as to all Loans. Each prepayment of any Term Loan or the Term Loan B shall be applied pro rata to reduce the remaining scheduled principal installments of such Term Loan (pro rata among the Lenders holding such Term Loan) pursuant to Section 2.10(b) or (c), as applicable, in direct order of maturity for the twelve (12) months immediately following such prepayment and thereafter ratably to reduce future scheduled installments next due on the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. (c) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepaymentprepayment (or not later than 11:00 a.m., New York City time on the date of termination if all of the Commitments are being terminated), or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing pursuant to Section 2.11(a) shall be in an amount that would be permitted is an integral multiple of $1,000,000 and not less than $1,000,000 in the case of an advance ABR Borrowing and not less than $3,000,000 in the case of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Eurodollar Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (cd) Upon If at any time the occurrence total Revolving Credit Exposures would exceed the total Revolving Credit Commitments, except as a result of either termination of Revolving Credit Commitments pursuant to Article VII, the Borrower shall prepay the Revolving Credit Loans in an amount equal to such excess. (ie) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan All prepayments shall be made payable without the prior consent premium or penalty, except for compensation required by Section 2.16 and/or any other provision of the Lender thereofthis Agreement.

Prepayment of Loans. (ai) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrowing, in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this SectionSection 2.11; provided that all prepayments under this Section 2.11(a) shall be accompanied by the Repricing Premium, if applicable. (ii) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may offer to prepay the outstanding Term Loans on the following basis: (A) The Borrower shall have the right to prepay make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to the Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii)(A); provided that (x) the Borrower shall not make any Competitive Borrowing of Revolving Loans (including Swingline Loans) to fund any Discounted Term Loan without Prepayment and (y) the prior consent Borrower shall not initiate any action under this Section 2.11(a)(ii)(A) in order to make a Discounted Term Loan Prepayment unless (1) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Closing Date; or (2) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Term Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) was willing to accept any prepayment of any prepayment hereunder (i) Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of prepayment Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers; provided, further, that any Term Loan that is so prepaid will be automatically and irrevocably cancelled. (B) Subject to the first proviso to subsection (A) above, the Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Eurodollar Revolving BorrowingSpecified Discount Prepayment Notice; provided that (i) any such offer shall be made available, at the sole discretion of the Borrower, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis, (ii) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (iii) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (iv) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 11:00 a.m.5:00 p.m., New York City time, three on the third Business Days before Day after the date of prepaymentdelivery of such notice to the relevant Term Lenders (the “Specified Discount Prepayment Response Date”). (1) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, or if so (such accepting Term Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the Borrower Offer of Specified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2); provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (i) the Borrower of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Closing Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (ii) each Term Lender of the Discounted Prepayment Closing Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (iii) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the case foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Closing Date in accordance with subsection (F) below (subject to subsection (J) below). (C) Subject to the first proviso to subsection (A) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of prepayment a Discount Range Prepayment Notice; provided that (i) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Term Lender and/or each Lender with respect to any Class of Loans on an ABR Revolving Borrowingindividual tranche basis, (ii) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (iii) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (iv) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Term Lender to the Auction Agent (or its delegate) by no later than 11:00 a.m.5:00 p.m., New York City time, one on the third Business Day before after the date of prepaymentdelivery of such notice to the relevant Term Lenders (the “Discount Range Prepayment Response Date”). Each such notice relevant Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the name Discount Range (the “Submitted Discount”) at which such Term Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the Borrower, the prepayment date applicable tranche or tranches and the maximum aggregate principal amount and tranches of each Borrowing such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (1) The Auction Agent shall review all Discount Range Prepayment Offers received on or portion thereof before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then prepaid at such notice of prepayment may be revoked if such notice of termination is revoked Applicable Discount in accordance with Section 2.07this subsection (C). Promptly following receipt of any The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such notice relating Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be Discounted Term Loan Prepayment in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount equal to the lower of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment (I) the Discount Range Prepayment Amount and (II) the sum of any Competitive Loan shall be made without the prior consent of the Lender thereof.all Submitted

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.10. (c) Upon On the occurrence date of either any reduction of Commitments pursuant to Section 2.06, the Borrower shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment (i) a Change in Controlthe aggregate outstanding principal amount of each Lender's Loans does not exceed the amount of such Lender's Commitment as then reduced, or and (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate unpaid principal amount of all outstanding Loans outstanding hereunder), does not exceed the aggregate amount of the Commitments as then reduced. Any such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made in accordance with all applicable provisions of this Agreement (including without the prior consent limitation paragraph (b) of the Lender thereofthis Section).

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event and on each occasion that the Aggregate Revolving Exposure exceeds the Aggregate Commitment, the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.05(i)) in an aggregate amount equal to such excess. (c) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyhand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrowerprepayment date, the prepayment date and Borrowing or Borrowings (or portion thereof) to be prepaid, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice (other than a notice relating solely to a Revolving BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower (i) shall have the right at any time and from time to time voluntarily to prepay any Borrowing of such Borrower the Loans in whole or in partpart without premium or penalty, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower , and (ii) shall have prepay the right Loans from time to prepay any Competitive Loan time in whole or in part without the prior consent premium or penalty in accordance with paragraph (c) of the Lender thereofthis Section. (b) The Borrowers Borrower shall notify the Administrative Agent Lender by telephone discussion with a representative of the Lender (and not by voicemail or other form of recorded message) (confirmed by telecopy) of any prepayment hereunder (i) in the case of voluntary prepayment of a Eurodollar Revolving BorrowingLoans under Section 2.6(a)(i), not later than 11:00 10:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof Loans to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.4, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.4. (c) Upon At any time when there is outstanding unpaid principal on the occurrence Loans, the Borrower shall prepay the principal of either the Loans in an amount equal to (i) 100% of the amount of all payments constituting repayment of HSBC RALs in which the Borrower has purchased a Change in ControlParticipation Interest which are remitted to the Borrower by HSBC TFS under Section 3.4(b)(iii) of the Servicing Agreement, or and (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50100% of the aggregate principal amount of Loans outstanding hereunder)all repurchases of Participation Interests by HSBC TFS under Section 6 of the Participation Agreement as to Participation Interests that have been purchased by the Borrower. In the HSBC TFS Letter, such the Borrower will promptly prepay each Loanirrevocably authorize and instruct HSBC TFS, together with accrued interest; provided that no as Servicer under the Servicing Agreement, at any time when there is outstanding unpaid principal on the Loans, (A) to pay 100% of all amounts from time to time to be remitted to the Borrower by the Servicer under Section 3.4(b)(iii) of the Servicing Agreement in respect of Participation Interests purchased by the Borrower directly to the Lender for application to the prepayment of any Competitive Loan the Loans under this Section 2.6(c) and (B) to pay 100% of all amounts otherwise payable to the Borrower in respect of the repurchase under Section 6 of the Participation Agreement of Participation Interests in HSBC RALs that have been purchased by the Borrower directly to the Lender for application to the prepayment of the Loans under this Section 2.6(c). The Lender shall be made entitled to rely without the prior consent further inquiry on notices and information received from HSBC TFS as contemplated in this Section 2.6(c). The Lender shall credit payments received from HSBC TFS under this Section 2.6(c) to prepayment of the Lender thereofprincipal of the Loans on the date of receipt.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay prepay, without penalty, any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right , and subject to prepay any Competitive Loan without the prior consent of the Lender thereofSection 2.15, if applicable. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City 1:00 p.m. (Eastern time), three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City 1:00 p.m. (Eastern time), one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in In connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan prior to the expiration of the Interest Period applicable thereto, the Borrower shall also pay any applicable expenses pursuant to Section 2.15. (d) Amounts to be applied to the prepayment of Loans pursuant to any of the preceding subsections of this Section shall be made without applied, first, to reduce outstanding ABR Loans and next, to the prior consent extent of any remaining balance, to reduce outstanding Eurodollar Loans. Each such prepayment shall be applied to prepay ratably the Loans of the Lender thereofLenders.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) Each prepayment pursuant to Section 2.11(a) shall be applied to reduce pro rata all Loans comprising the designated Borrowing being prepaid. Each prepayment of the Term Loans shall be applied pro rata to reduce the remaining scheduled principal installments of the Term Loans (pro rata among the Lenders holding the Term Loans) pursuant to Section 2.10(b), (c), (d) or (e), as applicable, in direct order of maturity for the twelve (12) months immediately following such prepayment and thereafter ratably to reduce future scheduled installments and/or against the Excess Cash Flow Payment and/or Additional Quarterly Payments next due on the Loans as the Borrower may elect. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. (c) The Borrowers Borrower shall notify the applicable Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the applicable Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted is an integral multiple of $1,000,000 and not less than $1,000,000 in the case of an advance ABR Borrowing, or $3,000,000 in the case of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Eurodollar Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (subject to the requirements of Section 2.15), subject to prior notice in accordance with paragraph (b) of this Section; provided that no . The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy (or other facsimile transmission or by electronic mail) or hand delivery of written notice) or in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving EurodollarTerm Benchmark Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, three Business Days before the date of prepayment, or prepayment and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of reduction or termination of the Commitments as contemplated by Section 2.072.8, then such notice of prepayment may be revoked if such notice of reduction or termination is revoked in accordance with Section 2.072.8. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. 2.2. (b) The Borrower shall from time to time prepay the Revolving Loans to the extent necessary so that the Total Utilization of Commitments shall not at any time exceed the Commitment Aggregate Available Amount then in effect. (c) Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included of the Lenders in the prepaid Borrowingaccordance with their respective Applicable Percentages. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12 and any costs incurred as contemplated by Section 2.15. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers relevant Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyemail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingBorrowing denominated in U.S. Dollars, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of a Eurodollar Revolving Borrowing denominated in Alternative Currencies, not later than 1:00 p.m., New York City time, four (4) Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one one (1) Business Day before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid, which prepayment amount shall be $1,000,000 or an integral multiple of $500,000 in excess thereof; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (ai) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart on a pro rata basis with respect to any Class, without penalty or premium (subject to Section 2.24), subject to prior notice in accordance with paragraph (b) the requirements of this Section; provided that Section 2.11. (ii) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis: (A) The Borrower shall have the right to prepay make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that (x) the Borrower shall not make any Competitive Borrowing of Revolving Loans to fund any Discounted Term Loan without Prepayment and (y) the prior consent Borrower shall not initiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Term Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) was willing to accept any prepayment of any prepayment hereunder (i) Term Loan and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of prepayment Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers. (i) Subject to the proviso to subsection (A) above, the Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with at least three (3) Business Days’ notice in the form of a Eurodollar Revolving BorrowingSpecified Discount Prepayment Notice; provided that (I) any such offer shall be made available, (x) at the sole discretion of the Borrower, on an individual tranche basis, and (y) to each Lender with respect to any Class of Term Loans, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 11:00 a.m.5:00 p.m., New York City time, three on the third Business Days before Day after the date of prepayment, delivery of such notice to the relevant Term Lenders (the “Specified Discount Prepayment Response Date”). (1) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or (iiits delegate) in by the case of Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of an ABR Revolving Borrowingany of its relevant then outstanding Term Loans at the Specified Discount and, not later than 11:00 a.m.if so (such accepting Term Lender, New York City timea “Discount Prepayment Accepting Lender”), one Business Day before the date amount and the tranches of prepaymentsuch Lender’s Term Loans to be prepaid at such offered discount. Each such notice acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable and irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall specify be deemed to have declined to accept the name applicable Borrower Offer of the BorrowerSpecified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepayment date of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and the principal amount tranches of each Borrowing or portion thereof Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to be prepaidsubsection (2); provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Term Loans outstanding hereunder)accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without pro-rata among the prior consent Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender thereofof the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Loans in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingLoan, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving BorrowingLoan, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof the Loans to be prepaid and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereofthereof and of the amount of such Lender’s Applicable Percentage of such prepayment. Each partial prepayment of any Revolving Borrowing Loans shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each Any prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid as required pursuant to Section 2.11(e), together with any additional amounts required pursuant to Section 2.14. Each such prepayment shall be applied to the extent required by Section 2.11Loans of the Lenders in accordance with their respective Applicable Percentages. (c) Upon If for any reason the occurrence of either (i) a Change in Control, or (ii) a Disposition aggregate Revolving Credit Exposure of all or Lenders at any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of time exceeds the aggregate principal Commitments of all Lenders then in effect, the Borrower shall immediately prepay Loans in an aggregate amount of Loans outstanding hereunder), equal to such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofexcess.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone telephone, facsimile or electronic mail (and, in the case of telephonic notice, promptly confirmed by telecopyhand delivery, facsimile or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing or a BA Rate Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three Business Days before the date of prepayment, prepayment (or such shorter notice as may be satisfactory to the Administrative Agent) or (ii) in the case of prepayment of an ABR Revolving Borrowing or a Canadian Prime Rate Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, one Business Day before on the date of prepaymentprepayment (or such shorter notice as may be satisfactory to the Administrative Agent). Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.07, then Borrower may state that such notice is conditioned upon the occurrence of prepayment an event, in which case such notice may be revoked if such by the Borrower (by notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise on or prior to the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02specified effective date) if such condition is not satisfied. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued and unpaid interest to the extent required by Section 2.112.12. (c) Upon If the occurrence Administrative Agent notifies the Borrower at least two Business Days prior to any Interest Payment Date that, on such Interest Payment Date, the sum of either (i) a Change the aggregate principal amount of all Borrowings denominated in Control, or dollars plus the aggregate amount of all Letters of Credit denominated in dollars then outstanding plus (ii) a Disposition of all or any substantial part of the assets of Dollar Equivalent (determined on the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% third Business Day prior to such Interest Payment Date) of the aggregate principal amount of Loans all Multicurrency Borrowings plus the aggregate amount of all Letters of Credit denominated in Foreign Currencies then outstanding hereunder)exceeds 105% of the aggregate Commitments of the Lenders on such Interest Payment Date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Borrowings owing by the Borrower will promptly prepay each Loan, together with accrued interestin an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders as of such Interest Payment Date; provided that no prepayment if the Borrower has cash collateralized Letters of Credit in accordance with Section 2.05(j), the aggregate amount of the outstanding Letters of Credit shall be deemed to have been reduced by the amount of such cash collateral. The Administrative Agent shall give prompt notice of any Competitive Loan prepayment required under this Section 2.10(c) to the Borrower and the Lenders. Each prepayment made pursuant to this Section 2.10(c) shall be made without together with any interest accrued to the prior consent date of such prepayment on the Lender thereofprincipal amounts.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay prepay, without penalty or premium (subject to Section 2.16), any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) On the third Business Day following the receipt by the Borrower or any of its Subsidiaries of the Proceeds of any bond issuance, note issuance or other capital markets debt incurrence, (a) the Revolving Commitments shall be permanently reduced (ratably among the Lenders) by the amount of the Proceeds (to the extent of the amount of the Revolving Commitments) and (b) the Borrower shall repay all outstanding Revolving Loans to the extent aggregating an amount less than or equal to the amount of the Proceeds. (c) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile or electronic transmission of a .pdf copy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09(c). Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13(d). (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have Section 2.11, without any penalty or premium except, in the right to prepay any Competitive Loan without the prior consent case of prepayments of the Lender thereofTerm B Loan, subject to compliance with Section 2.12(c). (b) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopytelecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time (or in the case of a Swingline Foreign Currency Loan, 12:00 noon, London time, on the date of prepayment). Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.07, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or consummation of another transaction, 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 notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments , shall be accompanied by accrued interest to the extent required by Section 2.112.13 and any amounts required by Section 2.16, and shall be applied first, to any ABR Borrowings comprising all or a part of the Class being prepaid and second, if (or once) no ABR Borrowings of such Class remain outstanding, to outstanding Eurocurrency Borrowings of such Class with the shortest Interest Periods remaining. (c) Upon If on each occasion that any Net Proceeds are received by or on behalf of the occurrence Borrower or any Restricted Subsidiary in respect of either any Prepayment Event following the Closing Date, the Borrower shall (isubject to the following sentence, including the provisos thereto), within ten Business Days after such Net Proceeds are received, prepay Term B Borrowings in the manner set forth in Section 2.10(b). The prepayments required pursuant to this Section 2.11(c) a Change shall be made in Controleach case in an aggregate amount equal to the Applicable Prepayment Percentage of the amount of such Net Proceeds, provided that in the case of any such event described in clause (a) or (iib) of the definition of the term “Prepayment Event,” if any Borrower or any Restricted Subsidiary applies (or commits to apply) an amount equal to the Net Proceeds from such event (or a Disposition portion thereof) within twelve months after receipt of such Net Proceeds and at a time when no Event of Default has occurred and is continuing to pay all or any substantial part a portion of the assets of the Company purchase price in connection with a reorganization Permitted Acquisition or to acquire, restore, replace, rebuild, develop, maintain or upgrade real property, equipment or other tangible assets useful or to be used in the business of the Company Borrower and its Subsidiaries the Restricted Subsidiaries, provided that, in connection with each case, the establishment Borrower has delivered to the Administrative Agent within ten days after such Net Proceeds are received a certificate of a mutual holding companyFinancial Officer stating its intention to do so and certifying that no Event of Default has occurred and is continuing, each then no prepayment shall be required pursuant to this paragraph (c) in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of an amount equal to any such Net Proceeds therefrom that have not been so applied (or committed to be so applied) by the end of such twelve-month period (or if committed to be so applied within such twelve-month period, have not been so applied within 18 months after receipt). The Borrower agrees that if shall provide to the Administrative Agent any such evidence reasonably requested by the Administrative Agent with respect to any commitment of any Borrower or any Restricted Subsidiary to apply an amount equal to Net Proceeds in accordance with this Section 2.11(c). (acting d) Following the end of each fiscal year of Borrower (commencing with the fiscal year ending December 31, 2019), the Borrower shall prepay the Term B Borrowings in an aggregate amount equal to (i) Excess Cash Flow for such fiscal year multiplied by the Applicable Prepayment Percentage, less (ii) the amount of optional prepayments of principal under the Term B Loans made during such fiscal year, less (iii) less the amount of optional prepayments of principal under the Revolving Loans (to the extent accompanied by a corresponding permanent reduction of Revolving Commitments) made during such fiscal year, less (iv) the amount of any optional or mandatory payments of the Senior Notes made during such fiscal year, in each case except to the extent such prepayments are financed with the proceeds of long-term Indebtedness. Each prepayment pursuant to this paragraph (d) shall be made before the date that is ten Business Days after the date on which financial statements are delivered (or, if earlier, required to be delivered) pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (e) Notwithstanding the foregoing, any Lender holding a Term B Loan may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Term B Loan pursuant to this Section 2.11 (other than an optional prepayment pursuant to paragraph (a) of this Section 2.11 or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds”. (f) Prior to any optional prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (b) of this Section 2.11. (g) Notwithstanding any other provisions of this Section 2.11, (i) to the extent that any or all of the Net Proceeds of any Prepayment Event by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Borrower to be attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary duties of directors and managers of Foreign Subsidiaries) from being repatriated to the United States or distributed to a Domestic Credit Party, an amount equal to the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Loans at the request times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable local law delays or will not permit repatriation thereof to the United States or distribution to a Domestic Credit Party (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by applicable law to effect such repatriation), and once such repatriation or distribution to the United States of Lenders holding more any of such affected Net Proceeds or Excess Cash Flow is permitted under applicable local law, such repatriation or distribution to the United States will be promptly effected and an amount equal to such repatriated or distributed Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than 50% three Business Days, or such later date as is acceptable to the Administrative Agent, after such repatriation or distribution) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the aggregate principal Loans to the extent otherwise required under this Section 2.11, (ii) to the extent that the Borrower has determined in good faith that repatriation to the United States of any of or all the Net Proceeds of any disposition by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Borrower to be attributable to Foreign Subsidiaries or distributable to a Domestic Credit Party could reasonably be expected to cause material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) to the Borrower or any of its Restricted Subsidiaries, an amount equal to such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary unless and until such material adverse tax consequences would no longer result from such repatriation or distribution and (iii) to the extent that any or all of the Net Proceeds of any Prepayment Event or Excess Cash Flow estimated in good faith by the Borrower to be attributable to non-Wholly-Owned Restricted Subsidiaries are prohibited or delayed by organizational (or constitutional) document restrictions to the extent not created in contemplation of such prepayments from being passed on to or used for the benefit of the Borrower, an amount equal to the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans outstanding hereunderat the times provided in this Section 2.11 but may be retained by the applicable non-Wholly-Owned Restricted Subsidiary so long, but only so long, as the organizational (or constitutional) documents of such non-Wholly Owned Restricted Subsidiary delays or will not permit funding such prepayment (the Borrower hereby agreeing to cause the applicable non-Wholly-Owned Restricted Subsidiary to use commercially reasonable efforts in compliance with its organizational (or constitutional) documents to effect such prepayment), and once such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without of such affected Net Proceeds or Excess Cash Flow is permitted under the prior consent non-Wholly-Owned Restricted Subsidiaries organizational (or constitutional) documents, such prepayment of the Lender thereofLoans to the extent otherwise required under this Section 2.11 will be promptly effected (and in any event not later than three Business Days, or such later date as is acceptable to the Administrative Agent, after such organizational (or constitutional) restrictions are removed). For the avoidance of doubt, but without limiting the Borrower’s obligations under this Section 2.11, in no circumstance shall this Section 2.11 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the Borrower any portion of any Net Proceeds received by such Foreign Subsidiary or Excess Cash Flow attributable to any such Foreign Subsidiary.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrowing, in whole or in part, without premium or penalty (subject, in the case of any prepayment of a Eurodollar Borrowing, to Section 2.16), subject to prior notice in accordance with paragraph (bd) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) On the date of any termination of the Commitments, the Borrower shall repay or prepay all outstanding Borrowings. If, as a result of any partial reduction of the Commitments, the total Aggregate Exposure would exceed the Aggregate Commitments after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Borrowings in an amount equal to such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of any prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City Los Angeles, California time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City Los Angeles, California time, one (1) Business Day before the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., Los Angeles, California time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprovided, that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or 2.13 and by any substantial part of the assets of the Company amounts required to be paid pursuant to Section 2.16 in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofprepayment.

Prepayment of Loans. (a) Each Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no a Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. The Borrowers shall make a prepayment of the Revolving Loans in accordance with paragraph (b) of this Section or take other action promptly following any notice to it by the Administrative Agent that the aggregate Revolving Credit Exposure of the Revolving Lenders exceeds the total Revolving Commitments of the Revolving Lenders then in effect so that after giving effect to such prepayment or other action there is no such excess. (b) The Borrowers applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile transmission) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Term or Revolving Borrowing, the Administrative Agent shall advise the Term Lenders or Revolving Lenders, as the case may be, of the contents thereof. Each partial prepayment of any Term or Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Term or Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Term or Revolving Borrowing shall be applied ratably to as directed by the Loans included in the prepaid BorrowingBorrower. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event that all or any portion of the Loans is repaid or prepaid for any reason (including as a result of any mandatory prepayments under clause (a) or (e) of the definition of “Prepayment Event”, voluntary prepayments, mandatory assignments of Loans due to Section 10.02(c) or payments made following acceleration of the Loans or after an Event of Default) (each such event, a “Premium Event”), such repayments or prepayments will be made together with a premium, (i) if made on or prior to February 2, 2022 (the period from the Closing Date through and including such date, the “No-Call Period”), in an amount equal to the Make Whole Amount with respect to the aggregate principal amount of the Loans subject to such repayment or prepayment, (ii) if made after February 2, 2022 but on or prior to February 2, 2026, in an amount equal to 2.50% multiplied by the aggregate principal amount of the Loans subject to such repayment or prepayment and (iii) if made after February 2, 2026, in an amount equal to 0.00% multiplied by the aggregate principal amount of the Loans subject to such repayment or prepayment (the foregoing premiums, collectively (and including any adjustments pursuant to the following provisos), the “Prepayment Premium”). If the Term Loans are accelerated for any reason under this Agreement, the Prepayment Premium applicable thereto shall be calculated as if the date of acceleration of such Term Loans was the date of prepayment of such Term Loans. The Borrowers parties hereto further acknowledge and agree that the Prepayment Premium is not intended to act as a penalty or to punish the Loan Parties for any such repayment or prepayment. Any prepayment, repayment or assignment, whether voluntary or involuntary, of the Term Loans upon the occurrence of any Premium Event shall be accompanied by all accrued interest on the principal amount prepaid or repaid, together with the Prepayment Premium, as applicable pursuant to this Section 2.11(b), if any. Without limiting the generality of the foregoing in this Section 2.11(b), and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise (including, without limitation, as a result of any Event of Default under Section 8.01)), the Prepayment Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the applicable Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. The Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other similar means (other than, for the avoidance of doubt, any scheduled payment (including at maturity)). THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that (i) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.11(b), (v) their agreement to pay the Prepayment Premium is a material inducement to the Lenders to make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Premium Event. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event after the Closing Date, the Borrower shall, within three Business Days after such Net Proceeds are received (and, in the case of any event described in clause (e) of the definition of the term Prepayment Event, on the date on which such Net Proceeds are received) prepay Borrowings of Loans in an aggregate amount equal to 100% of such Net Proceeds. Notwithstanding the foregoing, in the event that the application of Net Proceeds by any Foreign Subsidiary to repay the Loans as required by this clause would result in a material increased Tax liability for the Loan Parties (as reasonably determined by the Loan Parties and the Administrative Agent), such Foreign Subsidiary shall not be required to apply such Net Proceeds to prepay the Loans. (d) [Reserved]. (e) Prior to any optional prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (f) of this Section. (f) The Borrower shall notify the Administrative Agent in writing by telephone (confirmed by telecopy) of any prepayment hereunder (ix) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of prepayment, or prepayment and (iiy) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before the date of prepayment. Each such written notice shall be irrevocable and shall specify the name of the Borrower, (i) whether the prepayment date and is of Eurocurrency Loans or ABR Loans, (ii) the prepayment date, (iii) the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if (iv) in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated amount of such prepayment and (v) in the case of any optional prepayment, the selection required by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07clause (e) above. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (cg) Upon In the occurrence event of either (i) any mandatory prepayment of Term Loans, such mandatory prepayment shall be applied to the Term Loans pro rata based on the aggregate principal amounts of outstanding Borrowings of each such Class. In the event of any optional prepayment of Term Loans made at a Change in Control, or (ii) a Disposition time when Term Loans of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% one Class remain, the Borrower shall select the Term Loans to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loans and each Class then outstanding based on the aggregate principal amount of Loans outstanding hereunder), Borrowings of each such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment Class. (h) If at the end of any Competitive Loan “accrual period” (as defined in Section 1272(a)(5) of the Code and the Treasury Regulations issued thereunder) ending after the fifth anniversary of the date of this Agreement, the aggregate amount of accrued and unpaid interest and any original issue discount (as defined in Section 1273(a)(1) of the Code) on the Term Loans would exceed an amount equal to the product of the issue price of the Term Loans (as defined in Sections 1273(b) and 1274(a) of the Code and the Treasury Regulations issued thereunder) multiplied by the yield to maturity, interpreted in accordance with Section 163(i) of the Code and the Treasury Regulations issued thereunder, then the Borrower shall pay on the first Interest Payment Date occurring after the fifth anniversary of the date of this Agreement and on each subsequent Interest Payment Date (or, if earlier, before the close of any “accrual period” (as defined in Section 1272(a)(5) of the Code and the Treasury Regulations issued thereunder) ending after the fifth anniversary of the date of this Agreement) a portion of the accrued and unpaid interest and any original issue discount (as defined in Section 1273(a)(1) of the Code) on the Term Loans in an amount sufficient to ensure that the Term Loans will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. This Section 2.11(h) shall be made without interpreted in a manner consistent with the prior consent of intent that the Lender thereofTerm Loans will not be an “applicable high yield discount obligation”.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section; provided that no the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event that and on each occasion that the sum of the total Revolving Credit Exposures and the aggregate principal amount of outstanding Competitive Loans exceeds the Total Commitments, the Borrower shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Paying Agent to be applied by the Paying Agent to repay Competitive Loans as they come due) in an aggregate amount equal to such excess. (c) The Borrowers Borrower shall notify the Administrative Paying Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination or reduction of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Paying Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each Except as provided in paragraph (d) of this Section, each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (cd) Upon In the occurrence event and on each occasion that there is any non-pro rata reduction of either (i) Commitments as a Change in Control, or (ii) a Disposition of all or any substantial part result of the assets proviso to the last sentence of Section 2.07(d), if any Revolving Borrowings are outstanding at the time of such reduction, then the Borrower shall prepay the Revolving Loans of each Lender included in any Exceeding Lender Group whose Commitment is so reduced by an amount such that, after giving effect to such prepayment, each such Lender's Loan included in each Revolving Borrowing represents the same percentage of such Revolving Borrowing as such Lender's Commitment represents of the Company in connection with a reorganization Total Commitments, after giving effect to such reduction of Commitments. It is understood that the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested prepayments required by the Administrative Agent this paragraph (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan d) shall be made without immediately prior to any prepayments required by paragraph (b) above and shall be taken into consideration in determining whether any prepayments are required by paragraph (b) above and the prior consent amount of the Lender thereofany such prepayment so required.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without penalty or premium (other than break funding payments required by Section 2.16), subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or 2.13 and (ii) a Disposition of all break funding payments pursuant to Section 2.16. If at any time the Total Revolving Credit Exposures exceed the Aggregate Commitment, the Borrower shall immediately repay Borrowings or any substantial part of the assets of the Company cash collateralize LC Exposure in connection an account with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall the Total Revolving Credit Exposures to be made without less than or equal to the prior consent of the Lender thereofAggregate Commitment.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or prepayment and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, one Business Day before on the date of prepaymentprepayment (or such shorter times as the Administrative Agent may agree in its sole discretion). Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given for the prepayment in connection with a conditional notice of termination full of the Commitments as contemplated Loans delivered by Section 2.07, then the Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or the closing of a specified transaction, 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 notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part 2.13. Any portion of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees Loans that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall is prepaid may not be made without the prior consent of the Lender thereofreborrowed.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments of any Class as contemplated by Section 2.072.09, then such notice of prepayment may be revoked or delayed if such notice of termination is revoked or delayed in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing of any Class shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing of any Class shall be applied ratably to the Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or 2.13 and (ii) a Disposition of all or break funding payments, if any, pursuant to Section 2.16. If at any substantial part of time the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount of Loans outstanding hereunderthe Dollar Amount of all of the Revolving Credit Exposures exceeds the Aggregate Revolving Commitment, the Borrower shall immediately repay Borrowings, or cash collateralize LC Exposure, in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate principal Dollar Amount of all Revolving Credit Exposures to be less than or equal to the Aggregate Revolving Commitment. (b) The Borrower shall apply all proceeds from any issuance or incurrence of Refinancing Notes, Refinancing Term Loans and Replacement Revolving Commitments (other than solely by means of extending or renewing then existing Refinancing Notes, Refinancing Term Loans and Replacement Revolving Commitments without resulting in any proceeds), no later than three (3) Business Days after the date on which such Borrower will promptly Refinancing Notes, Refinancing Term Loans and Replacement Revolving Commitments are issued or incurred, to prepay each Loan, together Term Loans and/or terminate Revolving Commitments being refinanced in accordance with accrued interest; provided that no prepayment Section 2.22 and the definition of any Competitive Loan shall be made without the prior consent of the Lender thereof“Refinancing Notes” (as applicable).

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) telecopy or by electronic communication (if arrangements for doing so have been approved by the Administrative Agent, and in the case of a prepayment of a Swingline Loan, the Swingline Lender)), of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving BorrowingBorrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Alternative Currency, not later than 11:00 a.m., New York City time, four (4) Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the any Commitments as contemplated by Section 2.072.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13, together with any additional amounts required pursuant to Section 2.16. Subject to Section 2.22, each such prepayment shall be applied to the applicable Loans of the applicable Lenders in accordance with their respective Applicable Percentages. (c) Upon If on the occurrence last day of either any fiscal quarter of the Borrower, (i) solely as a Change result of currency fluctuation, the total Revolving Credit Exposures exceeds the total Dollar Commitments then in Controleffect by more than 5%, or or (ii) a Disposition of all for any reason other than currency fluctuation, the total Revolving Credit Exposures exceeds the total Dollar Commitments then in effect, then the Borrower shall upon learning thereof, or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at upon the request of Lenders holding more the Administrative Agent, immediately prepay Revolving Loans and LC Borrowings, cancel or reduce Letters of Credit and/or Cash Collateralize the LC Exposures (other than 50% the LC Borrowings), in an aggregate principal amount at least equal to the amount of such excess. (d) If on the last day of any fiscal quarter of the Borrower for any reason the Dollar Amount of the aggregate principal amount of outstanding Euro Revolving Loans exceeds the total Euro Commitments then in effect by more than 5%, the Borrower shall upon learning thereof, or upon request of the Administrative Agent, immediately prepay Euro Revolving Loans in an aggregate principal amount at least equal to the amount of such excess. (e) If on the last day of any fiscal quarter of the Borrower for any reason the Dollar Amount of the aggregate principal amount of outstanding hereunderSterling Revolving Loans exceeds the total Sterling Commitments then in effect by more than 5%, the Borrower shall upon learning thereof, or upon request of the Administrative Agent, immediately prepay Sterling Revolving Loans in an aggregate principal amount at least equal to the amount of such excess. (f) If on the last day of any fiscal quarter of the Borrower for any reason the Dollar Amount of the aggregate principal amount of outstanding Yen Revolving Loans exceeds the total Yen Commitments then in effect by more than 5%, the Borrower shall upon learning thereof, or upon request of the Administrative Agent, immediately prepay Yen Revolving Loans in an aggregate principal amount at least equal to the amount of such excess. (g) The Borrower will implement and maintain internal controls to monitor the Borrowings and repayments, with the object of preventing any request for a Borrowing that would cause conditions specified in the first sentences of Sections 2.1(a), such Borrower will promptly prepay each Loan(b), together with accrued interest; provided that no prepayment (c) and (d) and 2.4(a) and the proviso to the first sentence of Section 2.5(a) not to be satisfied. (h) The Administrative Agent shall not be obligated to calculate the Dollar Amount of any Competitive Loan shall be made without the prior consent of the Lender thereofAlternative Currency more frequently than monthly but may do so from time to time in its sole discretion.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Loan in whole or in part, subject to without premium or penalty (except as set forth in this Section and Section 2.17), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, upon prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopyelectronic means) of any prepayment hereunder (ix) in the case of prepayment of a Eurodollar Revolving Borrowingan ABR Loan, not later less than 11:00 a.m., New York City time, three one Business Days before Day prior to the date of prepayment, or (iiy) in the case of prepayment of an ABR Revolving BorrowingEurocurrency Loans denominated in Dollars, not later less than 11:00 a.m.three Business Days prior to the date of prepayment and (z) in the case of a Eurocurrency Revolving Loan denominated in an Alternative Currency, New York City time, one not less than four Business Day before Days prior to the date of prepayment, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Facilities. Each such notice shall be irrevocable signed by a Responsible Officer of the Borrower and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Class(es) and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans; provided that in the event that, on or prior to the earlier of (x) the consummation of a Qualified IPO and (y) the date which is the six months after the Closing Date, the Borrower makes any prepayment or amendment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of the Term B Lenders, a prepayment premium of 1% of the amount of the Term B Loans being so prepaid, refinanced, substituted or replaced or amended. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. (b) Subject to Section 2.12(e), the Borrower shall apply 100% of all Net Proceeds promptly upon receipt thereof to prepay Loans in accordance with clause (c) of Section 2.11; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating respect to a Revolving BorrowingNet Proceeds from Asset Sales, the Administrative Agent shall advise the Lenders Borrower may use a portion of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably such Net Proceeds to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest prepay or repurchase Other First Lien Debt (to the extent required by Section 2.11the terms of such Other First Lien Debt) in an amount not to exceed the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Other First Lien Debt and the denominator of which is the sum of the outstanding principal amount of such Other First Lien Debt and the outstanding principal amount of Term Loans. (c) Upon Subject to Section 2.12(e), within five (5) Business Days after financial statements are delivered under Section 5.04(a) with respect to each Excess Cash Flow Period, the occurrence of either Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply an amount equal to (i) a Change in Controlthe Required Percentage of such Excess Cash Flow, or minus (to the extent not financed using the proceeds of funded term Indebtedness) (ii) the sum of (A) the amount of any voluntary prepayments (other than an Auction Prepayment) of principal during such Excess Cash Flow Period of (x) the Term Loans or (y) any term Indebtedness that constitutes Other First Lien Obligations, but only to the extent the Term Loans have been prepaid during such Excess Cash Flow Period on at least a Disposition pro rata basis and (B) the amount of all or any substantial part permanent voluntary reductions during such Excess Cash Flow Period of Revolving Facility Commitments to the extent that an equal amount of Revolving Facility Loans was simultaneously repaid, to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.11. Not later than the date on which the payment is required to be made pursuant to the foregoing sentence for each applicable Excess Cash Flow Period, the Borrower will deliver to the Administrative Agent a certificate signed by a Financial Officer of the assets Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail. (d) If the Administrative Agent notifies the Borrower at any time (including, without limitation, any Revaluation Date) that the Revolving Facility Credit Exposure at such time exceeds an amount equal to 105% of the Company Revolving Facility Commitments then in connection with a reorganization effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay the Revolving Facility Loans and/or the Swingline Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount (allocated among the Revolving Facility Loans, Swingline Loans and/or L/C Obligations as selected by the Borrower) sufficient to reduce the Revolving Facility Credit Exposure as of such date of payment to an amount not to exceed 100% of the Company Revolving Facility Commitments then in effect. The Administrative Agent may, at any time and from time to time after any such initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (e) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower elects (or is otherwise required) to make such Waivable Mandatory Prepayment, the Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Agent of its Subsidiaries in connection with election to do so on or before the establishment second Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Administrative Agent of a mutual holding companyits election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, each as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower agrees that if requested shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment less the amount of the Declined Proceeds, which amount shall be applied by the Administrative Agent to prepay the Term Loans of those Lenders that have elected to accept such Waivable Mandatory Prepayment (acting at each, an “Accepting Lender”) (which prepayment shall be applied to the request scheduled installments of Lenders holding more than 50% principal of the aggregate Term Loans in the applicable Class(es) of Term Loans in accordance with paragraphs (c) and (d) of Section 2.11), and (ii) the Borrower may retain a portion of the Waivable Mandatory Prepayment in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option and decline such Waivable Mandatory Prepayment (such declined amounts, the “Declined Proceeds”). Such Declined Proceeds retained by the Borrower may be used for any purpose not otherwise prohibited by this Agreement. (f) [Reserved]. (g) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement, the Borrower may prepay any Class or Classes of outstanding Term Loans (each, an “Auction Prepayment Offer”) at a discount to par pursuant to one or more auctions (each, an “Auction”) on the following basis (any such prepayment, an “Auction Prepayment”): (i) All Term Lenders (other than Defaulting Lenders) of the applicable Class or Classes shall be permitted (but not required) to participate in each Auction. Any such Lender who elects to participate in an Auction may choose to offer all or part of such Lender’s Term Loans of the applicable Class for prepayment. Each Term Lender shall notify the Administrative Agent at least five days prior to each Auction of its decision whether or not to participate in such Auction. (ii) Each Auction Prepayment shall be subject to the conditions that (A) the Administrative Agent shall have received a certificate to the effect that (I) immediately prior to and after giving effect to the Auction Prepayment and on the date of any delivery of an Auction Notice (as defined in Exhibit C), no Default or Event of Default shall have occurred and be continuing, (II) as of the date of the Auction Notice, the Borrower is not in possession of any material non-public information with respect to itself or any of its subsidiaries that (x) has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to Borrower or any of its subsidiaries) prior to such date and (y) if not disclosed to the Lenders, could reasonably be expected to have a material effect (whether negative or positive) upon, or otherwise be material to, (1) a Lender’s decision to participate in any Auction or (2) the market price of the Term Loans subject to such Auction, (III) each of the conditions to such Auction Prepayment has been satisfied and (IV) the Borrower shall be in Pro Forma Compliance after giving effect to the Auction Prepayment, (B) immediately prior to and after giving effect to the Auction Prepayment, the sum of the unused Revolving Facility Commitments plus unrestricted cash and cash equivalents held by Loan Parties shall not be less than $25 million, (C) each offer of prepayment made pursuant to this Section 2.12(g) must be in an amount not less than $1.0 million in principal amount of Loans outstanding hereunder)Term Loans, such Borrower will promptly prepay each Loancalculated on the face amount thereof unless another amount is agreed to by the Administrative Agent, together with accrued interest; provided that (D) no prepayment of any Competitive Loan Auction Prepayment shall be made without from the prior consent proceeds of any Revolving Facility Loan or Swingline Loan, (E) any Auction Prepayment shall be offered to all Lenders with Term Loans of such Class on a pro rata basis, (F) all Term Loans so prepaid by the Borrower shall automatically be canceled and retired by the Borrower on the applicable settlement date (and for the avoidance of doubt, may not be reborrowed) and (G) no more than one Auction Prepayment Offer may be ongoing at any one time and no more than five Auction Prepayment Offers may be made in any one fiscal year (unless the Administrative Agent consents in its reasonable discretion). (iii) The Borrower must terminate any Auction Prepayment Offer if it fails to satisfy one or more of the conditions set forth above in Section 2.12(g)(ii) that are required to be met at the time at which the Term Loans would have been prepaid pursuant to such Auction Prepayment Offer. If the Borrower commences any Auction Prepayment Offer (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of such Auction Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above that are required to be satisfied at the time of the consummation of such Auction Prepayment Offer shall be satisfied, then the Borrower shall have no liability to any Term Lender thereofor any other person for any termination of such Auction Prepayment Offer as a result of its failure to satisfy one or more of the conditions set forth above that are required to be met at the time that otherwise would have been the time of consummation of such Auction Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder. All Term Loans prepaid by the Borrower pursuant to this Section 2.12(g) shall be accompanied by all accrued interest on the par principal amount so prepaid to, but not including, the date of the Auction Prepayment. The par principal amount of Term Loans prepaid pursuant to this Section 2.12(g) shall be applied to reduce the final installment payment of principal thereof pursuant to Section 2.11(a)(i), (ii), (iii) or (iv), as applicable. (iv) Each Auction shall comply with the Auction Procedures and any such other procedures established by the Administrative Agent in its reasonable discretion and agreed to by the Borrower. (v) The Auction Manager (as defined in Exhibit C) acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.05 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Prepayment Offer. (vi) This Section 2.12(g) shall neither (A) require the Borrower to undertake any Auction nor (B) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.12(a).

Prepayment of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Loan in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) in writing of the proposed date and the principal amount of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, at least three (3) Business Days before (or such shorter period as may be acceptable to the date of prepayment, or (iiAdministrative Agent in its sole discretion) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the name manner of the Borrowerprepayment, the prepayment date and the principal amount of each Borrowing Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then that any such notice of prepayment may be conditioned upon the effectiveness of other credit facilities or another event, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Revolving BorrowingLoan, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing Loan shall be applied ratably to towards a reduction of the Loans included in the prepaid Borrowingprincipal amount of then outstanding Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.09. (c) Upon Notwithstanding the occurrence of either (i) a Change in Controlforegoing, or (ii) a Disposition of and at all or times subject to the Amended Intercreditor Agreement, to the extent that any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of the 2017 Notes is repaid or prepaid with proceeds from an asset sale of assets not constituting CET Collateral (as defined in the 2017 Notes Indenture) in accordance with Section 4.9 of the 2017 Notes Indenture, then on the date of such repayment or prepayment, Borrower shall concurrently therewith prepay outstanding amounts of the Term Loan under the Term Loan Credit Agreement and the 2017 PIK Notes under the 2017 PIK Notes Indenture, pro rata with the payments required to be made to the holders of the 2017 Notes. (d) Notwithstanding the foregoing, in the event that either of the Term Loan or the 2017 PIK Notes are prepaid in full or repaid in full, the Commitments hereunder shall automatically terminate and all Loans outstanding hereunder), shall become immediately due and payable at such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereoftime.

Prepayment of Loans. (a) Each Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty but subject to break funding payments pursuant to Section 2.16, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Borrower shall have Section 2.11(a). The applicable Borrower, or the right to prepay any Competitive Loan without the prior consent Company on behalf of the Lender thereof. (b) The Borrowers applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon the occurrence of either If at any time, (i) other than as a Change result of fluctuations in Controlcurrency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a Disposition result of all or any substantial part of fluctuations in currency exchange rates, (A) the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount Dollar Amount of Loans outstanding hereunderall of the Revolving Credit Exposures (so calculated) exceeds 105% of the Aggregate Commitment or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the Borrowers shall in each case immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), such Borrower will promptly prepay each Loanas applicable, together with accrued interest; provided that no prepayment in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of any Competitive Loan shall all Revolving Credit Exposures (so calculated) to be made without less than or equal to the prior consent of Aggregate Commitment and (y) the Lender thereofForeign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable.

Prepayment of Loans. (a) Each Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The applicable Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile or other electronic means (e.g. “pdf” or “tif”)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or 2.13 and (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofbreak funding payments pursuant to Section 2.16.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Section 2.10. The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) in writing of any prepayment hereunder of a Borrowing under this Section 2.10 (ia) in the case of prepayment of a Eurodollar Revolving Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of prepayment, or (iib) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one on the date of prepayment or (c) 11:00 a.m., New York City time, five (5) U.S. Government Securities Business Day Days before the date of prepaymentprepayment of any Daily Simple SOFR Borrowing (if such Type of Borrowing is applicable pursuant to Section 2.13) (or, in each case, such later time as the Administrative Agent may agree). Each such notice shall be irrevocable and shall specify the name of the Borrowerprepayment date, the prepayment date Borrowing or Borrowings to be repaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Borrower under this Section 2.07, then 2.10 may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or instruments of Indebtedness or other transaction, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the specified prepayment date) if such notice condition is not satisfied. Any prepayment of termination is revoked in accordance with Loans pursuant to this Section 2.072.10 shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be subject to Section 2.15. Promptly following receipt of any such notice relating pursuant to a Revolving BorrowingSection 2.10, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing Borrowings shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (bd) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) If on any date on or after the Drawdown Date, the Borrower or any Subsidiary shall receive Net Cash Proceeds from any Mandatory Prepayment Event, then 100% of such Net Cash Proceeds shall be applied within three Business Days after such date toward the prepayment of the Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or similar electronic means) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, Borrowing not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.07(d), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.07(d). Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing (other than pursuant to paragraph (b) above) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or 2.10 and (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofbreak funding payments pursuant to Section 2.13.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to optionally prepay any Borrowing of such Borrower the Loans in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone telephonic notice (promptly confirmed by telecopyhand delivery, facsimile transmission or electronic mail of such request) of any prepayment hereunder this clause (a) (i) in the case of prepayment of a Borrowing of Eurodollar Revolving BorrowingLoans, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an a Borrowing of ABR Revolving BorrowingLoans, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof the Loans to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. (b) Within three Business Days after the receipt, on or after the Closing Date, of Net Cash Proceeds of any Prepayment Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent of the occurrence of any Prepayment Event at least one (1) Business Day prior to the consummation of such Prepayment Event and such notice shall be accompanied by a reasonably detailed calculation of the anticipated Net Cash Proceeds thereof. Promptly following receipt of such notice, the Administrative Agent shall advise the Lenders of the occurrence of the Prepayment Event and the anticipated Net Cash Proceeds thereof. (c) On any date on which a Change of Control occurs, if Loans are outstanding, the Borrower shall offer to the Lenders to prepay all Loans then outstanding pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 100.0% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of the prepayment. (i) Within 30 days following any Change of Control, the Borrower will send notice of such Change of Control Offer to the Administrative Agent, and the Administrative Agent shall promptly mail such notice to each Lender at the address specified for notices in Section 9.01 and in accordance with Section 9.01, with the following information: (A) that a Change of Control has occurred or will occur (together with the identification of the transaction or transactions that constitute such Change of Control), that a Change of Control Offer is being made pursuant to this Section 2.11(c) and that all Loans properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Borrower; (B) the prepayment price and date of prepayment, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”); (C) that any Loans not properly accepted for prepayment pursuant to this Section 2.11(c) will remain outstanding and continue to accrue interest; (D) that unless the Borrower defaults in the payment of the Change of Control Payment, all Loans accepted for prepayment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (E) that Lenders electing to tender Loans pursuant to the Change of Control Offer will be required to notify the Administrative Agent thereof prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (F) that the Lenders will be entitled to withdraw their election to require the Borrower to prepay such Loans, provided that the Administrative Agent receives, not later than the close of business on the 5th Business Day preceding the date of the Change of Control Offer notice, a written notice setting forth the name of the Lender, the principal amount of Loans accepted for prepayment, and a statement that such Lender is withdrawing its election to have such Loans prepaid; and (G) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change or Control Offer is conditional on the occurrence of such Change of Control. (ii) On the Change of Control Payment Date, the Borrower will: (A) prepay all Loans, or portions thereof, accepted for prepayment in accordance with this Section 2.11(c) pursuant to the Change of Control Offer by depositing with the Administrative Agent an amount equal to the aggregate Change of Control Payment in respect of all Loans or portions thereof so accreted for prepayment, and (B) deliver, or cause to be delivered, to the Administrative Agent an officer’s certificate stating that such Loans or portions thereof have been prepaid. Notwithstanding the foregoing, the Borrower shall not be required to make a Change of Control Offer following a Change of Control if (I) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 2.11(c) and prepays all Loans validly accepted for prepayment under such Change of Control Offer or (II) a notice of prepayment with respect to the Loans has been given pursuant to this Agreement and the prepayment date specified in such notice is the date on which such Change of Control is consummated, unless and until there is a default in such prepayment. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing, or, in the case of a prepayment in accordance with clause (c) above, pro rata in accordance with the aggregate principal amount of Loans accepted for prepayment. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or 2.13 and (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofbreak funding payments pursuant to Section 2.16.

Prepayment of Loans. (a) Each Subject to Sections 2.14, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event of the termination of the Commitments, the Borrower shall prepay all outstanding Borrowings on the date of such termination. In the event of any reduction of the Commitments, the Borrower shall prepay outstanding Borrowings to the extent, if any, necessary so that, on the date of and after giving effect to such reduction, the sum of the total Revolving Credit Exposures does not exceed the total Commitments. (c) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfax) of any prepayment hereunder (i) in the case of a prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of a prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrowing, in whole or in part, without premium or penalty (subject, in the case of any prepayment of a Eurodollar Borrowing, to Section 2.13), subject to prior notice in accordance with paragraph (bd) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof.. 65022253_5 (b) On the date of any termination of the Revolving Commitments, the Borrower shall repay or prepay all outstanding Revolving Borrowings. If, as a result of any partial reduction of the Revolving Commitments, the sum of the Revolving Exposures would exceed the total Revolving Commitments after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Borrowings in an amount equal to such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City Los Angeles, California time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City Los Angeles, California time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprovided, that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.072.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.06. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or 2.10 and by any substantial part of the assets of the Company amounts required to be paid pursuant to Section 2.13 in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofprepayment.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty but subject to break funding payments pursuant to Section 2.16, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon In the occurrence event and on each occasion that any Net Cash Proceeds are received on or after the Funding Date by or on behalf of either (i) a Change in Control, or (ii) a Disposition of all the Borrower or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with respect of any Prepayment Event, the establishment of a mutual holding companyBorrower shall, each Borrower agrees that if requested within one (1) Business Day after such Net Cash Proceeds are received by the Administrative Agent (acting at Borrower or any of its Subsidiaries, prepay the request of Lenders holding more than 50Obligations in an aggregate amount equal to 100% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofNet Cash Proceeds.

Prepayment of Loans. (a) Each Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to break funding payments required by Section 2.16) subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The applicable Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopyand, in the case of prepayment of a Swingline Loan, the Swingline Lender) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving BorrowingBorrowing denominated in Dollars (other than Designated Loans), by telephonic notice (promptly followed by written confirmation from such Borrower of such request) not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in any Foreign Currency and Designated Loans, by written notice from such Borrower (promptly followed by telephonic confirmation of such request) not later than 11:00 a.m., Local Time, four (4) Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, by telephonic notice (promptly followed by written confirmation from such Borrower of such request) not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, by telephonic notice (promptly followed by written confirmation from such Borrower of such request) not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice from any Borrower shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid by such Borrower; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then that any such notice of prepayment delivered by any Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments to the extent required by Section 2.16. (cb) Upon the occurrence of either If at any time, (i) other than as a Change result of fluctuations in Controlcurrency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or (ii) solely as a Disposition result of all or any substantial part of fluctuations in currency exchange rates, the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount Dollar Amount of Loans outstanding hereunderall of the Revolving Credit Exposures (so calculated) exceeds 105% of the Aggregate Commitment, the Company or the relevant Subsidiary Borrower shall in each case, within one (1) Business Day after receiving notice from the Administrative Agent in respect thereof, repay Borrowings (with respect to any payment made by or required from any Subsidiary Borrower, as directed by such Subsidiary Borrower to repay Borrowings of such Subsidiary Borrower) or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), such Borrower will promptly prepay each Loanas applicable, together with accrued interest; provided that no prepayment in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of any Competitive Loan shall all Revolving Credit Exposures (so calculated) to be made without less than or equal to the prior consent of the Lender thereofAggregate Commitment.

Prepayment of Loans. (a) Each Borrower The respective Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)) but subject to break funding payments required by Section 2.16, subject to prior notice in accordance with paragraph (b) the provisions of this SectionSection 2.11(a); provided that no The applicable Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving BorrowingEurocurrency Borrowing or any Borrowing of CDOR Loans, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the applicable Tranche prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or one or more events specified therein, in which case such notice may be revoked by each applicable Borrower by notice to the Administrative Agent on or prior to the specified effective date if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Borrowers and each mandatory prepayment of a Term Loan Borrowing shall be applied as directed by the Borrowers (subject to Section 2.11(d)). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon the occurrence of either If at any time, (i) solely as a Change result of fluctuations in Controlcurrency exchange rates, or (ii) a Disposition the sum of the aggregate principal Dollar Amount of all or any substantial part of the assets Multicurrency Tranche Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the Company in connection most recent Computation Date with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, respect to each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50such Credit Event) exceeds 105% of the aggregate Multicurrency Tranche Commitments, (ii) the sum of the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure (calculated as of the most recent Computation Date) exceeds 105% of the aggregate Non-USD Multicurrency Tranche Sublimit or (iii) for any other reason, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures of any Class (so calculated) exceeds the aggregate Commitments of such Class, the Borrowers shall in each case immediately repay the applicable Borrowings or Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of Loans outstanding hereunderall Revolving Credit Exposures (so calculated) of each Class to be less than or equal to the aggregate Commitments of such Class (or, in the case of preceding clause (ii), cause the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure to be less than or equal to the Non-USD Multicurrency Tranche Sublimit). (1) In the event and on each occasion that any Net Proceeds are received by or on behalf of Parent or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrowers shall, within five (5) Business Days after such Borrower will promptly Net Proceeds are received, prepay (x) the Obligations and (y) Other Applicable Indebtedness (to the extent and if required by the terms of the documentation governing such Other Applicable Indebtedness), in each Loancase, together as set forth in Section 2.11(d)(i) below in an aggregate amount equal to 100% (with accrued interesta step down to 50% (such step down, the “Asset Sale Step Down”) based upon the achievement of a Total Net Leverage Ratio of less than or equal to 4.00:1.00) of such Net Proceeds; provided that no prepayment shall be required pursuant to this clause (c) in connection with the receipt by or on behalf of Parent or any of its Restricted Subsidiaries of Net Proceeds of less than $5,000,000 in respect of any Competitive Loan casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Parent or any Restricted Subsidiary; provided, further, that in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if Parent shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Parent or its relevant Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Parent and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be made without the prior consent required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 360 day period (or committed to be applied by the end of the 360 day period and applied within 180 days after the end of such 360 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied, (2) in the event and on each occasion that any Borrower incurs, issues or obtains any Credit Agreement Refinancing Indebtedness (other than solely by means of extending or renewing then existing Credit Agreement Refinancing Indebtedness without resulting in any Net Proceeds), the Borrowers shall, on the date on which such Credit Agreement Refinancing Indebtedness is incurred, issued or obtained, prepay the applicable Refinanced Debt as set forth in Section 2.11(d)(ii) below in an aggregate amount equal to 100% of the Net Proceeds of such Credit Agreement Refinancing Indebtedness and (3) on each Excess Cash Payment Date the Borrowers shall prepay the Obligations as set forth in Section 2.11(d)(i) below in an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the applicable fiscal year (but only if such amount exceeds $25,000,000 in the aggregate); provided that repayments of principal of Loans made as a voluntary prepayment pursuant to Section 2.11(a) (other than with the proceeds of long-term Indebtedness) (but in the case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Revolving Commitments in an amount equal to such prepayment) during the applicable fiscal year shall reduce on a dollar-for-dollar basis the amount of such mandatory repayment otherwise required on the applicable Excess Cash Payment Date pursuant to this clause (3). (d) Subject to Sections 2.11(e) and 2.11(f) below and except as set forth in the applicable Incremental Amendment, Extension Amendment and Refinancing Amendment, (i) all such amounts pursuant to Sections 2.11(c)(1) and 2.11(c)(3) shall be applied to each Class of Term Loans on a pro rata basis and to the scheduled payments of each such Class as directed by Parent (and absent such direction, in direct order of maturity); provided that, if at the time that prepayment would be required pursuant to Sections 2.11(c)(1) and 2.11(c)(3), Parent or any Restricted Subsidiary is required to prepay or offer to redeem or repurchase any Other Applicable Indebtedness pursuant to the terms of the documentation governing such Other Applicable Indebtedness with such amounts, then Parent or such Restricted Subsidiary may apply such amounts on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and such Other Applicable Indebtedness at such time) to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this clause (d) shall be reduced accordingly and (D) to the extent the holders of such Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof and (ii) all such amounts pursuant to Section 2.11(c)(2) shall be applied to prepay an aggregate principal amount of the applicable Refinanced Debt equal to the Net Proceeds of the applicable Credit Agreement Refinancing Indebtedness (and to the extent the applicable Refinanced Debt is not repaid in full, such Net Proceeds shall reduce the remaining scheduled principal repayments of such Refinanced Debt on a pro rata basis). (e) Notwithstanding any other provisions of this Section 2.11 to the contrary, with respect to any prepayment required pursuant to Section 2.11(c)(1), if at the time of such prepayment, the Restricted Subsidiary receiving the Net Proceeds is prohibited, restricted or delayed by applicable local law from repatriating such Net Proceeds to Parent or the Borrowers, the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(c)(1) but may be retained by the applicable Restricted Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to Parent or the Borrowers, and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.11(d) to the extent provided therein or (ii) cannot repatriate such funds to Parent or the Borrowers without (in the good faith determination of Parent) the repatriation of such Net Proceeds (or a portion thereof) that would otherwise be required to be applied pursuant to Section 2.11(c)(1) resulting in material adverse tax consequences, the Net Proceeds (or portion thereof) so affected may be retained by the applicable Restricted Subsidiary (Parent and the Borrowers hereby agreeing to cause the applicable Restricted Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of Parent and the Borrowers that are reasonably required to eliminate such tax effects) until such time as such material adverse costs would not apply to the repatriation thereof, at which time the mandatory prepayments otherwise required by Section 2.11(c)(1) with respect to such Net Proceeds shall be made. (f) The Borrowers shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(c)(1) or 2.11(c)(3) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender thereofof the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of each relevant Tranche of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the applicable Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(c)(1) or 2.11(c)(3) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(1) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the and Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(3) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. (New York time) one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrowers. For the avoidance of doubt, the Borrowers may, at their option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.11(a) above.

Prepayment of Loans. (a) Each Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (except as expressly set forth in this Section 2.11), subject to prior notice in accordance with paragraph (bd) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) In the event that the AAC SPAC Transaction does not close by the Maturity Date (other than as a result of the termination of the AAC SPAC Transaction in accordance with the terms of the Business Combination Agreement, so long as (i) X-Energy Reactor or any Parent Company has not consummated a Change of Control or Qualified IPO prior to such date of termination, or (ii) such termination was a direct result of a breach of Ares Acquisition Corporation’s obligations under the Business Combination Agreement), then on the Maturity Date the Borrowers shall pay in cash the applicable Prepayment Premium. (c) [Reserved]. (d) The Borrowers shall notify the Administrative Agent Lender in writing or by telephone (confirmed by telecopy) of any prepayment hereunder (iunder Section 2.11(a) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., 1:00 p.m. (New York City time, three Business Days before the date of prepayment, or ) one (ii1) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (ce) Upon Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of either any Event of Default (including by operation of law or otherwise), the Prepayment Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the applicable Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. The Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other similar means (other than, for the avoidance of doubt, any scheduled payment (including at maturity)). THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that (i) a Change in Controlthe Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, or ably represented by counsel, (ii) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a Disposition course of all or any substantial part conduct between Lender and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.11(e), (v) their agreement to pay the Prepayment Premium is a material inducement to the Lender to make the Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent lost profits or damages of the Lender thereofand that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lender as a result of the events resulting in such prepayment.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) If at any time the aggregate outstanding principal amount of the Revolving Credit Exposures exceeds the sum of the total Commitments, the Borrower shall prepay the Revolving Loans in an amount equal to such excess. Each prepayment of Loans pursuant to this Section 2.11 shall be accompanied by payment of accrued interest on the amount prepaid to the date of prepayment and, in the case of prepayments of Eurodollar Loans, any amounts payable pursuant to Section 2.16. (c) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to break funding payments required by Section 2.16) subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Borrower shall have Section 2.11(a). The applicable Borrower, or the right to prepay any Competitive Loan without the prior consent Company on behalf of the Lender thereof. (b) The Borrowers applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopyand, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment hereunder (i) (x) in the case of prepayment of a Eurodollar Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment or (y) in the case of a prepayment of a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, four (4) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, and each voluntary prepayment of a Term A-1 Loan Borrowing shall be applied ratably to the Term A-1 Loans as directed by the Company and each voluntary prepayment of a Term A-2 Loan Borrowing shall be applied ratably to the Term A-2 Loans as directed by the Company. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments to the extent required pursuant to Section 2.16. (cb) Upon the occurrence of either If (i) at any time, other than as a Change result of fluctuations in Controlcurrency exchange rates, the aggregate principal Dollar Amount of the Total Revolving Credit Exposure (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (ii) at any time determined pursuant to Section 2.04, solely as a Disposition result of all or any substantial part fluctuations in currency exchange rates, the aggregate principal Dollar Amount of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent Total Revolving Credit Exposure (acting at the request of Lenders holding more than 50so calculated) exceeds 105% of the aggregate Revolving Commitments, the Company shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without sufficient to cause the prior consent aggregate Dollar Amount of the Lender thereofTotal Revolving Credit Exposure (so calculated) to be less than or equal to the aggregate Revolving Commitments.

Prepayment of Loans. (a) Each Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty but subject to break funding payments pursuant to Section 2.16, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Borrower shall have Section 2.11(a). The applicable Borrower, or the right to prepay any Competitive Loan without the prior consent Company on behalf of the Lender thereof. (b) The Borrowers applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before on the date of prepayment, prepayment or (iiiii) in the case of prepayment of an ABR Revolving Borrowinga Swingline Loan, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid BorrowingRevolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Company. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon the occurrence of either If at any time, (i) other than as a Change result of fluctuations in Controlcurrency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (ii) solely as a Disposition result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent Revolving Credit Exposures (acting at the request of Lenders holding more than 50so calculated) exceeds 105% of the aggregate Revolving Commitments, the Borrowers shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interestall Revolving Credit Exposures (so calculated) to be less than or equal to the aggregate Revolving Commitments; provided that no that, the Company shall not be required to cash collateralize LC Exposure pursuant to this Section unless after giving effect to the prepayment of any Competitive Loan shall be made without the prior consent in full of the Lender thereofRevolving Borrowings the aggregate Dollar Amount of the Total Revolving Credit Exposure exceeds the aggregate Revolving Commitments.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time (or for Eurodollar Revolving Borrowings denominated in Foreign Currency, not later than 11:00 a.m., London time), three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans of the same Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) On the first Business Day of each calendar quarter and on each date that the Administrative Agent receives a Borrowing Request (each such date a “Currency Valuation Date”), the Administrative Agent shall promptly determine the Dollar Equivalent of all Loans denominated in a Foreign Currency and the LC Exposure related to Foreign Currency Letters of Credit (determined as of such Business Day prior to 10:00 a.m., London time). Upon making such determination, the occurrence Administrative Agent shall promptly notify the Lenders and the Borrower thereof. If, on the date of either such determination any Lender's Loan denominated in a Foreign Currency plus its LC Exposure with respect to all Foreign Currency Letters of Credit exceeds one hundred five percent (105%) of such Lender's Foreign Currency Commitment, or the total amount of all Loans denominated in a Foreign Currency and the LC Exposure with respect to all Foreign Currency Letters of Credit exceeds one hundred five percent (105%) of the Foreign Currency Sublimit, or the total Revolving Credit Exposures of the Lenders exceeds the aggregate Revolving Loan Commitments, the Borrower shall, within five (5) Business Days after such notice, (i) a Change repay the Revolving Loans in Controlan amount equal to the lesser of the Revolving Loans then outstanding and such excess, or and (ii) a Disposition of all or any substantial part to the extent of the assets amount of the Company excess not used to pay Revolving Loans, deposit in connection an account with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at an amount in cash dollars equal to such excess. Such deposit shall be held and pledged as collateral in the request of Lenders holding more than 50% of same manner as provided for the aggregate principal amount of Loans outstanding hereunderaccount referred to in Section 2.06(j), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan moneys in such account shall be made without released to the prior consent of Borrower within one (1) Business Day after the Lender thereofnext Currency Valuation Date reflecting that such excess exposure ceases to exist.

Prepayment of Loans. (a) Each The Revolving Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Revolving Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) (which notice shall be in writing unless otherwise agreed to by telephone (confirmed by telecopythe Administrative Agent) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of prepayment, or (iii) in the case of prepayment of any Swingline Loan, not later than 11:00 a.m., Local time, on the date of prepayment, or such other time agreed to by the Revolving Borrower and the Swingline Lender. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (c) Upon In the occurrence of either event and on such occasion that the Aggregate Revolving Credit Exposure exceeds (i) 105% of the Aggregate Commitments solely as a Change in Control, result of currency fluctuations or (ii) the Aggregate Commitments (other than as a Disposition result of all currency fluctuations), the Revolving Borrower shall prepay Revolving Borrowings or any substantial part of the assets of the Company cash collateralize LC Exposure in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the an aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall sufficient to cause the Aggregate Revolving Credit Exposure to be made without less than or equal to the prior consent of the Lender thereofAggregate Commitments.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of (x) a Eurodollar Revolving Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepaymentprepayment or (y) an RFR Borrowing, not later than 11:00 a.m. New York City time, five (5) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon If at any time the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount of Loans outstanding hereunderall of the Revolving Credit Exposures exceeds the aggregate Revolving Commitments, the Borrower shall immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate principal amount of all Revolving Credit Exposures to be less than or equal to the aggregate Revolving Commitments. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, immediately after such Borrower will promptly Net Cash Proceeds are received, prepay each Loan, together with accrued interestthe Term Loans in the inverse order of maturity in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower or its relevant Subsidiaries intend to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Cash Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Borrower and/or its Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds specified in such certificate; provided further that to the extent of any Competitive Loan such Net Cash Proceeds therefrom that have not been so applied by the end of such 365-day period, at which time a prepayment shall be made without the prior consent of the Lender thereofrequired in an amount equal to such Net Cash Proceeds that have not been so applied.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) the requirements of this SectionSection 2.11; provided that all prepayments under this Section 2.11(a)(i) shall be accompanied by the Repricing Premium, if applicable. (i) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may offer to prepay the outstanding Term Loans on the following basis: (A) The Borrower shall have the right to prepay make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that (x) the Borrower shall not make any Competitive Borrowing of Revolving Loans to fund any Discounted Term Loan without Prepayment and (y) the prior consent Borrower shall not initiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Term Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) was willing to accept any prepayment of any prepayment hereunder (i) Term Loan and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of prepayment Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers; provided, further, that any Term Loan that is so prepaid will be automatically and irrevocably cancelled. (B) 1. Subject to the first proviso to subsection (A) above, the Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Eurodollar Revolving BorrowingSpecified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 11:00 a.m.5:00 p.m., New York City time, three on the third Business Days before Day after the date of prepayment, delivery of such notice to the relevant Term Lenders (the “Specified Discount Prepayment Response Date”). (1) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or (iiits delegate) in by the case of Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of an ABR Revolving Borrowingany of its relevant then outstanding Term Loans at the Specified Discount and, not later than 11:00 a.m.if so (such accepting Term Lender, New York City timea “Discount Prepayment Accepting Lender”), one Business Day before the date amount and the tranches of prepaymentsuch Lender’s Term Loans to be prepaid at such offered discount. Each such notice acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable and irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall specify be deemed to have declined to accept the name applicable Borrower Offer of the BorrowerSpecified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment date of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and the principal amount tranches of each Borrowing or portion thereof Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to be prepaidsubsection (2); provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Term Loans outstanding hereunder)accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without pro-rata among the prior consent Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender thereofof the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Section 2.11(a). The Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice conditioned on the occurrence of termination a refinancing of the Commitments as contemplated by Section 2.07Loans (in whole or in part), then such notice of prepayment may be revoked if such or delayed by the Borrower (acting in its sole discretion) by notice of termination is revoked in accordance with Section 2.07to the Administrative Agent on or prior to the specified effective date. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid BorrowingBorrowing as directed by Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments, if any, pursuant to Section 2.16. (cb) Upon On the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or date on which any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment Loan Party incurs any Indebtedness consisting of a mutual holding companyrevolving line of credit or similar facility, each the Borrower agrees that if requested by shall notify the Administrative Agent thereof and shall prepay, without premium or penalty, the Loans on such date in an amount equal to the net cash proceeds resulting from the incurrence of such Indebtedness (acting at calculating the request net cash proceeds by taking into account, for the avoidance of Lenders holding more than 50% doubt, any expenses and liabilities, including Taxes, attributable to the incurrence of such Indebtedness and the aggregate principal amount of obligation to repay the Loans outstanding hereunderpursuant to this Section), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment the aggregate commitment for any revolving line of any Competitive Loan credit or similar facility shall be made without the prior consent of the Lender thereofused to determine any prepayment hereunder related thereto.

Prepayment of Loans. (a) Each The Borrower shall have the right at its option at any time and from time to time to prepay without penalty or premium except as otherwise provided herein (including, without limitation, pursuant to Section 2.11 hereof) (i) any Borrowing of such Borrower Alternate Base Rate Loan, (other than a Swingline Loan) in whole or in part, subject upon at least one Business Day's prior written, telephonic (promptly confirmed in writing) or facsimile notice to the Administrative Agent, in the minimum principal amount of $1,000,000 if prepaid in part, or the remaining balance of such Loan if prepaid in full, (ii) any Eurodollar Loan, in whole or in part, upon at least three Business Days' prior written, telephonic (promptly confirmed in writing) or facsimile notice, in the minimum principal amount of $5,000,000 if prepaid in part, or the remaining balance of such Loan if prepaid in full and (iii) any Swingline Loan, in whole or in part, by providing written, telephonic (promptly confirmed in writing) or facsimile notice to the Administrative Agent and the Swingline Lender no later than 12:00 noon, New York City time, on the day of such prepayment, in accordance with paragraph (b) the minimum principal amount of this Section; provided that no $250,000. Each notice of prepayment shall specify the prepayment date, each Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the Borrower shall have the right to prepay any Competitive such Loan without in the prior consent amount and on the date stated therein. All prepayments of Eurodollar Loans under this Section 2.10(a) shall be accompanied by accrued but unpaid interest on the Lender thereofprincipal amount being prepaid to (but not including) the date of prepayment. (b) The Borrowers Borrower shall notify prepay the Loans in an amount equal to: (i) 100% of the net proceeds of any casualty loss or condemnation received by any member of the Restricted Group which proceeds are not applied to the repair or replacement of the affected assets within 12 months of the date of loss so long as pending such repair or replacement, if such net proceeds shall exceed $5,000,000, all such net proceeds shall be deposited into the Insurance Proceeds Account; (ii) 100% of the Net Cash Proceeds in excess of $1,000,000 from any Permitted Dispositions (as set forth in Section 6.4 hereof) or any net cash proceeds received from any sale of receivables pursuant to Section 6.20; provided, that no prepayment shall be required to the extent such Net Cash Proceeds (x) result from sales in the ordinary course of business, (y) result from sales or dispositions to members of the Restricted Group or (z) are reinvested in the purchase of assets to be used in the business of the Borrower or any Transaction Party so long as (1) no Event of Default shall have occurred and be continuing and (2) pending such reinvestment, if such Net Cash Proceeds shall exceed $5,000,000, all such Net Cash Proceeds shall be deposited into the Cash Collateral Account; and (iii) 100% of the net proceeds from any Capital Stock issued after the Closing Date by the Borrower or GCII, other than net proceeds used within three months of the receipt thereof to make Permitted New Fiber Cap Ex. (c) On (i) November 30, 2003 (or, if earlier, concurrently with the delivery of unaudited financial statements to the Administrative Agent by telephone (confirmed by telecopypursuant to Section 5.5(a) for the quarter ended September 30, 2003), the Borrower shall prepay the Term Loan in an amount equal to 50% of any prepayment hereunder (i) in all Excess Cash Flow generated during the case of prepayment of a Eurodollar Revolving Borrowingprior four fiscal quarters ended September 30, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or 2003 and (ii) May 30, 2004 (or, if earlier, concurrently with the delivery of unaudited financial statements to the Administrative Agent pursuant to Section 5.5(a) for the quarter ended March 31, 2004, the Borrower shall prepay the Term Loan in an amount equal to 50% of all Excess Cash Flow generated during the case prior two fiscal quarters ended March 31, 2004. Concurrently with the making of prepayment of an ABR Revolving Borrowingeach such mandatory prepayment, not later than 11:00 a.m.the Borrower shall deliver to the Administrative Agent a certificate in such form as may be reasonably satisfactory to the Administrative Agent, New York City time, one Business Day before signed by the date of prepayment. Each such notice shall be irrevocable and shall specify the name Chief Financial Officer of the Borrower, setting forth in reasonable detail the prepayment date calculation of Excess Cash Flow for the immediately preceding four quarter or two quarter (as applicable) period. (d) All prepayments of Loans shall, as regards interest rate type, be applied first to Alternate Base Rate Loans and the principal amount of each Borrowing or portion thereof then to be prepaid; provided that, if a notice of prepayment is given Eurodollar Loans in connection with a conditional notice of termination order of the Commitments as contemplated by Section 2.07, then such notice scheduled expiry of prepayment may be revoked if such notice Interest Periods with respect thereto. (e) All prepayments of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Eurodollar Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to but not including the extent required by Section 2.11date of prepayment. (cf) Upon the occurrence of either (i) a Change If on any day on which Loans would otherwise be required to be repaid or prepaid in Control, or (ii) a Disposition of all accordance with this Credit Agreement or any substantial part other Fundamental Document, but for the operation of this Section 2.10(f) (each a "Prepayment Date"), the assets amount of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of such required prepayment exceeds the aggregate principal amount of the then outstanding Alternate Base Rate Loans, and no Default or Event of Default is then continuing, then on such Prepayment Date (i) the Borrower shall either (x) prepay outstanding Eurodollar Loans outstanding hereunder), in an amount equal to such Borrower will promptly prepay each Loanexcess, together with accrued interest; provided that no prepayment any applicable costs set forth in Section 2.11(a) hereof or (y) in lieu of any Competitive Loan prepaying outstanding Eurodollar Loans, deposit Dollars into the Cash Collateral Account in an amount equal to such excess and only the outstanding Alternate Base Rate Loans shall be made without required to be prepaid on such Prepayment Date and (ii) on the prior consent last day of each Interest Period in effect with respect to a Eurodollar Loan after such Prepayment Date, the Lender thereofAdministrative Agent is irrevocably authorized and directed to apply such funds from the Cash Collateral Account deposited pursuant to Section 2.10(f)(i) to prepay Eurodollar Loans for which the Interest Period is then ending to the extent funds are available in the Cash Collateral Account.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy, electronic mail or other writing approved by the Administrative Agent) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.07, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.10 and, if applicable, amounts owed pursuant to Section 2.13, if any. Notwithstanding the foregoing, any prepayment pursuant to this Section 2.08 shall not reduce the Commitments unless notice is given by the Borrower in accordance with Section 2.06. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by If the Administrative Agent notifies the Borrower in writing on the second Business Day prior to any interest payment date that the sum of (acting at A) the request aggregate principal amount of Lenders holding more than 50% all Revolving Loans denominated in Dollars then outstanding, plus (B) the Dollar Equivalent (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Revolving Loans denominated in Euros and Pounds Sterling then outstanding, plus (C) the aggregate Available Amount of all Letters of Credit then outstanding hereunder)exceeds 100% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Revolving Loans owing by the Borrower will promptly prepay each Loan, in an aggregate amount sufficient to reduce such sum after such payment to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders. The Administrative Agent shall provide such notice to the Borrower at the request of any Lender. (ii) Each prepayment made pursuant to this Section 2.08(c) shall be made together with any interest accrued interestto the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.13. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.08(c) to the Borrower and the Lenders. (d) The Borrower shall, on the day that is five (5) Business Days prior to the Maturity Date, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount in Dollars sufficient to cause the amount of Dollars on deposit in the L/C Cash Collateral Account to equal 100% of the aggregate Available Amount of all Letters of Credit then outstanding; provided that no prepayment nothing herein shall be deemed to amend or modify any provision of Section 2.01(b). Upon the drawing of any Competitive Loan such Letter of Credit, to the extent funds are on deposit in the L/C Cash Collateral Account, such funds shall be made without applied to reimburse the prior consent Issuing Banks to the extent permitted by applicable law, and if so applied, then such reimbursement shall be deemed a repayment of the Lender thereofcorresponding Revolving Loans in respect of such Letter of Credit. After any such Letter of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower thereunder shall have been paid in full, the equivalent amount deposited in such L/C Cash Collateral Account in respect of such Letter of Credit shall be promptly returned to the Borrower.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. Amounts prepaid on account of Term Loans may not be reborrowed. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower that, unless otherwise provided in a Competitive Bid, the Borrowers shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or prepayment and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon If at any time from and after the occurrence of either Closing Date: (i) a Change in Controlthe Company merges or consolidates with another Person and the Company is not the surviving entity, or (ii) any Person and the Company or a Disposition Subsidiary merge into the Company or a Subsidiary in a transaction in which the Company or a Subsidiary is the surviving corporation and an Event of all or any substantial part Default has occurred as a result thereof (the date either such event shall occur being the "PREPAYMENT DATE"), the Borrowers shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Maturity Date and the Commitments thereupon shall be terminated. The Borrowers shall immediately make such prepayment together with the interest accrued to the date of the assets prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the Company in connection with a reorganization of the Company and its Subsidiaries in Issuing Bank. In connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan prior to the maturity thereof, the Borrowers shall also pay any applicable expenses pursuant to Section 2.16. Each such prepayment shall be made without applied to prepay ratably the prior consent Loans of the Lender thereofLenders. Amounts prepaid pursuant to this clause (c) may not be reborrowed. (d) The Borrowers shall prepay Loans to the extent required by Section 5.2(b).

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower the Revolving Credit Loans in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) Each prepayment pursuant to Section 2.10(a) shall be applied to reduce the Loan designated by Borrower or if no designation is made pro rata as to all Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12. (c) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving SOFR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepaymentprepayment (or not later than 11:00 a.m., New York City time on the date of termination if all of the Commitments are being terminated), or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted is an integral multiple of $1,000,000 and not less than $1,000,000 in the case of an advance ABR Borrowing, or $3,000,000 in the case of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid SOFR Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (cd) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan All prepayments shall be made payable without the prior consent premium or penalty, except for compensation required by Section 2.15 and/or any other provision of the Lender thereofthis Agreement.

Prepayment of Loans. (a) Each Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (bc) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) Except to the extent such excess arises from Protective Advances permitted under Section 2.04 or Overadvances permitted under Section 2.05, in the event and on each occasion that the total Credit Exposure exceeds the Credit Limit, the Borrowers shall prepay the Revolving Loans and/or Swingline Loans (or, if no such Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in accordance with Section 2.06(j)) in an aggregate amount equal to such excess. (c) The Borrowers Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopye-mail, hand delivery or facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to Sections 2.12(e) and 2.18), subject to prior notice in accordance with paragraph (bc) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section. Each optional or mandatory prepayment of Loans shall be applied ratably to the Loans (based on the respective outstanding principal amounts thereof unless, in the case of Extended Term Loans, Incremental Second Lien Term Loans or Replacement Term Loans, the applicable Permitted Amendment specifies a less favorable treatment); provided that prepayments of Loans made with the proceeds of any Replacement Term Loans and Permitted Term Loan Refinancing Indebtedness shall be applied in accordance with Section 2.14(d). (c) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such that any notice of prepayment may be revoked if such notice conditioned upon the effectiveness of termination is revoked in accordance with Section 2.07other credit facilities or any other financing, sale or other transaction. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing2.5. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.15. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing (unless, with respect to a Class of Loans, the applicable Permitted Amendment specifies a less favorable treatment). (cd) Upon Notwithstanding anything to the occurrence contrary set forth in this Agreement (including the penultimate sentence of either Section 2.12(c) or Section 2.20(c)) or any other Loan Document, the Purchasing Borrower Parties shall have the right at any time and from time to time to purchase Loans by way of assignment in accordance with Section 9.4(g), including pursuant to a Dutch Auction in accordance with Section 2.12(f). (e) In the event that, on or prior to the date that is two years after the Closing Date, the Borrower (i) a Change in Controlmakes any repayment, prepayment, purchase or buyback of Closing Date Loans pursuant to Section 2.12(a) or 2.14(a) or (ii) a Disposition effects any amendment of this Agreement requiring the consent of all (or any substantial part all affected) Lenders, the Borrower shall pay to the Administrative Agent, for the ratable account of each of each of the assets applicable Lenders (including any Non-Consenting Lenders) if such prepayment, repayment or purchase is made or such amendment is entered into (A) on or prior to the first anniversary of the Company Closing Date, (x) in connection with the case of clause (i), a reorganization prepayment premium of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 502% of the aggregate principal amount of the Closing Date Loans so being prepaid, repaid or purchased and (y) in the case of clause (ii), an amount equal to 2% of the aggregate principal amount of the applicable Closing Date Loans outstanding hereunderimmediately prior to such amendment and (B) after the first and on or prior to the second anniversary of the Closing Date, (I) in the case of clause (i), a prepayment premium of 1% of the aggregate principal amount of Closing Date Loans so being prepaid, repaid or purchased and, (II) in the case of clause (ii), an amount equal to 1% of the aggregate principal amount of the applicable Closing Date Loans outstanding immediately prior to such amendment. (f) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Default or Event of Default has occurred and is continuing, any Purchasing Borrower Party may repurchase outstanding Loans pursuant to this Section 2.12(f) on the following basis: (i) Any Purchasing Borrower Party may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Loans of a Class (the “Subject Class”) by providing written notice to the Administrative Agent (for distribution to the Lenders) of the Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Loan Lender may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”), which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a price discounted to par that must be expressed as a price (the “Reply Discount Price”), which must be within the Discount Range, and (y) a principal amount of Loans which must be in increments of $1,000,000 or in an amount equal to the Loan Lender’s entire remaining amount of such Loans (the “Reply Amount”). Loan Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Loan Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Assumption in a form reasonably acceptable to the Administrative Agent; (iii) Based on the Reply Discount Prices and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrower, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount Price for which a Purchasing Borrower Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow such Purchasing Borrower Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), such Purchasing Borrower Party shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount Price. Any Purchasing Borrower Party shall purchase Loans (or the respective portions thereof) from each Loan Lender with a Reply Discount Price that is equal to or less than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Borrower shall purchase such Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Loan Lender will promptly prepay each Loanreceive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due; (iv) Once initiated by an Auction Notice, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made Purchasing Borrower Party may withdraw an Auction without the prior consent of the Administrative Agent other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Loan Lender thereofof a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. Each purchase of Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the Borrower; and (v) The repurchases by any Purchasing Borrower Party of Loans pursuant to this Section 2.12(f) shall be subject to the following conditions: (A) the Auction is open to all Loan Lenders of the Subject Class on a pro rata basis, (B) no Default or Event of Default has occurred or is continuing or would result therefrom, (C) as of the date of such repurchase the Purchasing Borrower Party shall make a representation to the Qualifying Lender assigning the Loan (unless the making of such representation is waived by such Qualifying Lender) that it is not aware of any material non-public information with respect to the business of the Borrower or any of the Subsidiaries or their respective securities that (x) has not been disclosed to such Qualifying Lender prior to such date and (y) if made public would reasonably be expected to have a material effect upon, or otherwise be material to, a Loan Lender’s decision to assign the Loans to the Purchasing Borrower Party (other than because such Qualifying Lender does not wish to receive material non-public information with respect to the business of the Purchasing Borrower Party or any of the Subsidiaries), (D) any Loan Loans repurchased pursuant to this Section 2.12(f) shall be automatically and permanently canceled upon acquisition thereof by the Purchasing Borrower Party and (E) at the time of (and after giving effect to) any such repurchase no Revolving Credit Loans shall be outstanding.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.12. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty but subject to break funding payments pursuant to Section 2.16, subject to prior notice in accordance with paragraph (b) the provisions of this Section; provided that no Borrower shall have Section 2.11(a). The applicable Borrower, or the right to prepay any Competitive Loan without the prior consent Company on behalf of the Lender thereof. (b) The Borrowers applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.112.13 and (ii) break funding payments pursuant to Section 2.16. (cb) Upon the occurrence of either If at any time, (i) other than as a Change result of fluctuations in Controlcurrency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or (ii) solely as a Disposition result of all or any substantial part of fluctuations in currency exchange rates, the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% sum of the aggregate principal amount Dollar Amount of Loans outstanding hereunderall of the Revolving Credit Exposures (so calculated) exceeds 105% of the Aggregate Commitment, the Borrowers shall in each case immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), such Borrower will promptly prepay each Loanas applicable, together with accrued interestin an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the Aggregate Commitment; provided that no that, the Company shall not be required to cash collateralize LC Exposure pursuant to this Section unless after giving effect to the prepayment of any Competitive Loan shall be made without the prior consent in full of the Lender thereofBorrowings the aggregate Dollar Amount of all Revolving Credit Exposures exceeds the Aggregate Commitment.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder hereunder: (i) in the case of prepayment of a Eurodollar Revolving Eurocurrency Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, three (3) Business Days before the date of prepaymentprepayment or, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before on the date day of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprovided, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.06. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.10. (c) Upon the occurrence of either If, during any period when any Foreign Currency Loans are outstanding: (i) a Change in Control, the Revolving Credit Exposure of any Lender exceeds one hundred five percent (105%) of such Lender's Commitment or (ii) a Disposition of all or any substantial part the sum of the assets total Revolving Credit Exposures exceeds one hundred five percent (105%) of the Company total Commitments, the Borrower will prepay the Loans, in connection with a reorganization such amount as may be necessary to eliminate such excess; and prior to the elimination of such excess, no further Loan may be made if the Company and its Subsidiaries in connection with result would be to increase the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereofexcess.

Prepayment of Loans. (a) Each Subject to any breakage funding costs payable pursuant to Section 2.16, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty, provided that each prepayment is in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, or if such amount is lesser, the outstanding amount of the Borrowing, and made subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.03. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, without premium or penalty but subject to the payment of such Borrower amounts required by Section 2.18, in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no Borrower shall have the right . Except pursuant to prepay any Competitive Loan Article VII, Bid Rate Loans may not be prepaid without the prior written consent of the Lender thereofto whom such Bid Rate Loan is owed; provided, however, the Borrower may prepay all outstanding Bid Rate Loans in connection with the Borrower’s termination of all Commitments pursuant to Section 2.10 and the repayment of all obligations under this Agreement in full. (b) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving LIBO Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.10, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.10. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.14. (c) Upon the occurrence of either (i) a Change in Control, or (ii) a Disposition of all or any substantial part of the assets of the Company in connection with a reorganization of the Company and its Subsidiaries in connection with the establishment of a mutual holding company, each Borrower agrees that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of the aggregate principal amount of Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without the prior consent of the Lender thereof.

Prepayment of Loans. (a) Each The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that no the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. (b) The Borrowers Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m. New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the name of the Borrower, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid BorrowingBorrowing (subject to Section 2.21). Prepayments shall be accompanied by accrued interest to the extent required by Section 2.112.13 and any payment required under Section 2.16. (c) Upon The Borrower shall on the occurrence date, if any, specified in Section 6.07(f) repay Loans in the amounts and otherwise in all respects as provided in such Section. (d) The Borrower shall prepay the Loans in the amounts and under the circumstances set forth below, all such prepayments to be applied as more specifically provided in paragraph (b) of either this Section, if (i) in the event and on each occasion that at the close of a Change in ControlBusiness Day the aggregate Dollar Equivalent of all outstanding Loans exceeds the applicable Commitment due to currency fluctuations, Borrower shall no later than the first Business Day on which such excess exists prepay such Loans to the extent necessary so that after giving effect to such prepayment, the aggregate exposure for all Loans shall not exceed the Commitment or (ii) in the event and on each occasion that at the close of a Disposition Business Day the aggregate Dollar Equivalent of all or any substantial part of outstanding Alternative Currency Loans exceeds the assets of Alternative Currency Sublimit, the Company in connection with a reorganization of Borrower shall no later than the Company and its Subsidiaries in connection with first Business Day on which such excess exists prepay such Loans to the establishment of a mutual holding company, each Borrower agrees extent necessary so that if requested by the Administrative Agent (acting at the request of Lenders holding more than 50% of after giving effect to such prepayment the aggregate principal amount exposure of all Alternative Currency Loans outstanding hereunder), such Borrower will promptly prepay each Loan, together with accrued interest; provided that no prepayment of any Competitive Loan shall be made without not exceed the prior consent of the Lender thereofAlternative Currency Sublimit.