Common use of Prepayments Clause in Contracts

Prepayments. (a) The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate RateTerm SOFR Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Currencies and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate RateTerm SOFR Loans denominated enominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any provided, further that such notice may be conditioned on revocable if the effectiveness Company specifies therein that such prepayment is contingent upon the consummation of other financing arrangements or one or more other transactionsan anticipated transaction. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s), Class(es) and currency or currencies of Committed Loans to be prepaid and, if ifin the case of Term SOFR Loans and Eurocurrency Rate Loans not denominated in Sterling are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of the applicable Class its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan or Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders of the applicable Class in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bc) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Revolving Credit Outstandings for the US Dollar Revolving Credit Facility at such time exceed an amount equal to 105100% of the Aggregate US Dollar Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay US Dollar Revolving Credit Loans and/or the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a2.16(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the US Dollar Revolving Credit Loans the Total Revolving Credit Outstandings under the US Dollar Revolving Credit Facility exceed the Aggregate US Dollar Revolving Credit Commitments then in effect. If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings for the Multicurrency Revolving Credit Facility at such time exceed an amount equal to 105% of the Multicurrency Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Multicurrency Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Multicurrency Revolving Credit Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Multicurrency Revolving Credit Loans the Total Revolving Credit Outstandings under the Multicurrency Revolving Credit Facility exceed the Multicurrency Revolving Credit Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay the Committed Loans of such Borrower in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such any time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such noticeeffect by an amount greater than $250,000, the Company shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a), that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.16, each such prepayment 2.05(a) shall be applied to the Committed principal repayment installments thereof on a pro rata basis, and each prepayment of the Loans of shall be paid to the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Revolving Credit Outstandings at such time exceed an amount equal to 105100% (or, in the case of any such excess determined by the Administrative Agent to have resulted solely from foreign currency fluctuations, 102%) of the Aggregate Commitments Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentRevolving Credit Facility; provided, however, that, subject to the provisions of Section 2.15(a2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Revolving Credit Outstandings exceed the Aggregate Commitments then Revolving Credit Facility. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in effectorder to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies at such time exceeds an amount equal to 102% of the Alternative Currency Sublimit, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans denominated in Alternative Currencies in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on upon the effectiveness of other financing arrangements Indebtedness or the occurrence of one or more other transactionstransactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to each Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess. (e) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Currencies and (C) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; , (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of US$25,000,000 which is $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such Each prepayment shall be applied to the Committed Loans of made ratably among the Lenders in accordance with their respective the Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Negotiated Rate Loans in whole or in part without premium or penalty (unless the Borrower and the applicable Lender have otherwise agreed, in which case such Loan may be prepaid in accordance with such agreement); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the requested date of prepayment of such Negotiated Rate Loans; (ii) the Lender or Lenders making the Negotiated Rate Loan have consented to such prepayment; and (iii) unless agreed to by the applicable Lender and the Administrative Agent (such consent not to be unreasonably withheld), any prepayment of Negotiated Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the 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 Negotiated Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts as may be agreed to by the Borrower and the Lender or Lenders making such Negotiated Rate Loan. (d) If the Administrative Agent notifies the Company Borrower at any time that (i) the Total Outstandings, less Cash Collateral, Revolving Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Commitments then in effect, then(ii) the L/C Obligations at any time exceed the Letter of Credit Sublimit then in effect, within two Business Days after receipt (iii) the Swing Line Loans outstanding at any time exceed the Swing Line Sublimit then in effect; (iv) the Negotiated Rate Loans outstanding at any time exceed the Negotiated Rate Sublimit then in effect, or (v) the Outstanding Amount of all Loans denominated in Alternative Currencies at such noticetime exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, the Company Borrower shall immediately prepay Committed Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.06(d)(i) unless after the prepayment in full of the Committed Revolving Loans, the Swing Line Loans and the Negotiated Rate Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans Loans, in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 (A) in the case of Euro, €400,000 or a whole multiple of US$5,000,000 €100,000 in excess thereof, (B) in the case of Sterling, £250,000 or a whole multiple of £100,000 in excess thereof and (C) in the case of Canadian Dollar, CAD500,000 or a whole multiple of CAD100,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall be irrevocable and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not be consummated or shall otherwise be delayed. (b) If the Administrative Agent notifies the Company Borrower at any time that a Borrowing Base Deficiency exists at such time, then the Borrower shall (i) give notice to the Administrative Agent and Lenders of its intent to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the date on which the Borrowing Base Deficiency notice was delivered (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and (ii) cure any Borrowing Base Deficiency by 3:00 p.m. on the fourth Business Day following the date on which a Borrowing Base Deficiency notice was delivered by either (A) repaying outstanding Loans or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral Account so that the Borrowing Base will thereupon equal or exceed the Total Outstandings or (B) delivering to the Administrative Agent a written report showing a projected cure of any BorrowingBase Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets, which report shall (1) be reasonably satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and reasonably account for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets only if such sales are to Approved Dealers and Borrower reasonably expects such sales to be settled within 30 days of the Borrower’s commitment to such sale. (c) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Credit Extension denominated in any Alternative Currency at such time exceeds (x) 105% of the Alternative Currency Sublimit then in effect as of the last day of any fiscal quarter or (y) 108% of the Alternative Currency Sublimit then in effect at any time, then, within two Business [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Days after receipt of such notice, the Borrower shall prepay Loans denominated in any Alternative Currency in an aggregate amount equal to the lesser of (i) an amount sufficient to reduce such Outstanding Amount denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect or (ii) the amount of Loans denominated in Alternative Currencies. (d) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of Outstandings exceeds the Aggregate Commitments then in effectCommitments, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans reduce the Total Outstandings as of such date of payment to an amount not to exceed the Aggregate Commitments then Commitments. (e) Any prepayment of any Loan shall be accompanied by all accrued and unpaid interest, amounts owing under Section 2.06 in effectrespect of the amount prepaid and in the case of any Eurocurrency Rate Loan any additional amounts required pursuant to Section 3.05.

Prepayments. (a) The Company may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars shall will be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies shall will be in a minimum principal amount of US$25,000,000 the US Dollar Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall will be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall will specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed 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 Aggregate 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Committed Loan shall will be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall will be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment will be in a minimum principal amount of $100,000. Each such notice will specify the date and amount of such prepayment. If such notice is given by the Company, the Company will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall will prepay Loans and/or the Company will Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.17(a)(ii), the Company shall will not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.06(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans and all Letters of Credit denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company will prepay Loans or Cash Collateralize Letters of Credit issued in an Alternative Currency, or any combination thereof, in an aggregate amount sufficient to reduce or Cash Collateralize such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty, and without reduction of the Aggregate Commitments; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $2,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $2,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; and (iv) any prepayment of Base Rate Revolving Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty, and without reduction of the Swing Line Sublimit; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if the amount of Swing Line Loans outstanding on the date of such prepayment (before giving effect to any such prepayment) is less than $100,000, then such prepayment may be for the full amount of such Swing Line Loans outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105100% of the Aggregate Commitments then in effect, thenand, within two five (5) Business Days after receipt of such notice, the Company and the applicable Designated Borrower shall prepay Loans and/or the Company and the applicable Designated Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect, and without reduction of the Aggregate Commitments or the Letter of Credit Sublimit; provided, however, that, subject to the provisions of Section 2.15(a2.03(g)(ii), the Company no Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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 to the extent reasonably determined by the Administrative Agent to be necessary. (d) The Administrative Agent shall notify the Company at any time that the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within five (5) Business Days after receipt of such notice, the Borrowers shall prepay Loans or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect, but without reduction of the Alternative Currency Sublimit.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans under the Revolving Credit Facility or either Term Loan Facility in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Revolving Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $3,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $2,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans under any such credit facility shall be in a principal amount of US$5,000,000 $3,000,000 or a whole multiple of US$$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment, the credit facility to which the prepayment is to be applied, and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Prepayments of the Term Loans shall be applied pro rata to remaining installments of the scheduled amortization of the applicable Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable share of such prepaymentprepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Pro Rata Share of such payment). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.054.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the applicable Lenders in accordance with their respective Applicable PercentagesPro Rata Revolving Shares, Pro Rata Term A Shares or Pro Rata Term B Shares, as applicable. (b) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C - BA Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C - BA Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Revolving Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Revolving Loans denominated in Alternative Currencies at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Revolving Loans and/or (or, if necessary, Cash Collateralize the L/C Obligations Letters of Credit) in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitment; providedAlternative Currency Sublimit then in effect. (d) In addition to any required payments of principal of the Term Loans and any optional payments of principal of the Term Loans and the Revolving Loans effected under subsection (a) above, howeverthe Borrower shall make the following required prepayments, that, subject each such payment to be made to the provisions Administrative Agent for the benefit of the applicable Lenders, within the time period specified below: (i) No later than 30 calendar days following the receipt of any Net Cash Proceeds from any Disposition permitted by Section 2.15(a8.05(e), the Company Borrower shall not deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and the Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds received after the Amendment Date that exceed $25,000,000 (whether in one or a series of related transactions); provided that no mandatory prepayment on account of any such Net Cash Proceeds up to an aggregate amount of $25,000,000 at any time shall be required under this Section 2.06(d)(i) if the Borrower informs the Administrative Agent no later than 30 days following the receipt of such Net Cash Proceeds of its or its Restricted Subsidiary’s good faith intention to apply such Net Cash Collateralize Proceeds to the L/C Obligations acquisition of other assets or property consistent with the Core Business (including by way of merger or investment) within twelve months following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such twelve-month period being required to be applied to such prepayment on the last day of such twelve-month period; provided further that, despite the application of this Section 2.06(d)(i) only to Dispositions that are permitted under Section 8.05(e) of this Agreement, nothing in this Section 2.06(d)(i) shall be deemed to permit any Disposition not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of any Disposition that is not permitted under this Agreement. (ii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received after the Amendment Date from each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary permitted by Sections 8.03(l) and 8.03(o) (other than Permitted Subordinated Debt and Second Lien Obligations, as applicable, that are refinanced, refunded, renewed or extended as permitted under this Agreement) and 8.03(n) if at the time of issuing such Indebtedness the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d), as applicable) is greater than 3.50 to 1.00. Each prepayment of the Term Loans required to be made pursuant to this Section 2.04(b2.06(d)(ii) unless shall be made within ten (10) Business Days of receipt of such Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance; provided that despite the application of this Section 2.06(d)(ii) only to issuances of Indebtedness that are permitted under Sections 8.03(l), (n) or (o), nothing in this Section 2.06(d)(ii) shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the incurrence of Indebtedness that is not permitted under this Agreement. (iii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to fifty percent (50%) of the Net Cash Proceeds received after the prepayment in full Amendment Date from any Person other than the Borrower or any Subsidiary of the Borrower from each private or public issuance of Equity Interests of the Borrower or any Restricted Subsidiary if at the time of issuing such Equity Interests the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d), as applicable) is greater than 3.50 to 1.00. Each prepayment of the Term Loans required to be made pursuant to this Section 2.06(d)(iii) will be made within ten (10) Business Days of receipt of such Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Total Outstandings exceed Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Aggregate Commitments then Borrower setting forth in effectreasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance. Notwithstanding the application of this Section 2.06(d)(iii) to any issuance of Equity Interests, nothing in this Section 2.06(d)(iii) shall be deemed to permit any issuance of Equity Interests of the Borrower or any Restricted Subsidiary not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the issuance of any such Equity Interest that is not permitted under this Agreement. (iv) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), the Borrower shall make a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to the Required ECF Prepayment Percentage (defined below) of Excess Cash Flow for the fiscal year covered by such financial statements and measured as of the end of each such fiscal year (commencing with the fiscal year of the Borrower ending September 30, 2010); provided that for the fiscal year of the Borrower ending September 30, 2009, the Borrower shall make a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to fifty percent (50%) of Excess Cash Flow that exceeds $5,000,000 for such fiscal year. For purposes of this Section 2.06(d)(iv), the term “Required ECF Prepayment Percentage” means (A) eighty-five percent (85%), provided that such prepayment shall only be required to be made at the eighty-five percent (85%) level to the extent that the amount of Consolidated Senior Secured First Lien Indebtedness, as reduced by giving effect to such prepayment at the eighty-five percent (85%) level, would result in a Consolidated Senior Secured First Lien Leverage Ratio greater than to 3.00 to 1.00, (B) seventy-five percent (75%), provided that such prepayment shall only be required to be made at the seventy-five percent (75%) level to the extent that the amount of Consolidated Senior Secured First Lien Indebtedness, as reduced by giving effect to such prepayment at the seventy-five percent (75%) level, would result in a Consolidated Senior Secured First Lien Leverage Ratio greater than to 2.00 to 1.00 but less than or equal to 3.00 to 1.00, and (C) fifty-percent (50%), provided that such prepayment shall only be required to be made at the fifty-percent (50%) level to the extent that the amount of Consolidated Senior Secured First Lien Indebtedness, as reduced by giving effect to such prepayment at the fifty-percent (50%) level, would result in a Consolidated Senior Secured First Lien Leverage Ratio less than or equal to 2.00 to 1.00.

Prepayments. (a) The Company may, upon notice to If the Administrative Agent, Revolving Facility Outstanding Amount shall at any time exceed the Borrowing Base, the Co-Borrowers shall immediately prepay the Revolving Advances in an amount equal to such excess, without notice or demand by the Bank. The Co-Borrowers from time to time may voluntarily prepay Committed Loans the Note in whole or in part without premium part. In the event of either mandatory prepayment or penalty; provided that voluntary prepayment hereunder (i) such notice must any prepayment of the Revolving Facility shall be in a form reasonably acceptable applied against outstanding Advances of the Bank, (ii) each prepayment of the Note shall be made to the Administrative Agent Bank not later than 2:00 p.m. Local Time, on a Business Day, and funds received after that hour shall be deemed to have been received by the Administrative Agent not later than 12:00 p.m. Bank on the next following Business Day, (nooniii) (A) three Business Days prior to any date of each partial prepayment of Eurocurrency Fundings which, at the time of such prepayment, bear interest at a Eurodollar Rate Loans denominated in Dollars, (B) four Business Days prior to any date of shall be accompanied by accrued interest on such partial prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on through the date of prepayment of Base Rate Loans; and additional compensation calculated in accordance with Section 2.18, (iiiv) any each partial prepayment of Eurocurrency Rate Loans denominated in Dollars Fundings with respect to the Revolving Facility which, at the time of such prepayment, bear interest at a Eurodollar Rate, shall be in a principal an aggregate amount equal to the applicable minimum Funding amount specified in Section 2.4 for the Revolving Facility and, after application of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies such prepayment, shall be not result in a Eurodollar Funding remaining outstanding in an amount less than such minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof orFunding amount, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on each partial prepayment of Fundings with respect to the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify Revolving Facility which, at the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage time of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice bear interest at a Floating Rate, shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over $2,000,000 or a higher integral multiple of $1,000,000, unless (in either case) the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full aggregate outstanding balance of the Loans Note under the Total Outstandings exceed Revolving Facility being prepaid is less than the Aggregate Commitments then minimum Funding amount, in effectwhich event any such prepayment may be in such lesser amount.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on upon the effectiveness of other financing arrangements Indebtedness or the occurrence of one or more other transactionstransactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepaymentprepayment (based on such Lender’s Pro Rata Share in respect of the relevant Facility). If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment of Revolving Credit Loans shall be applied to the Committed Revolving Credit Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans or Swing Line Loans in an aggregate amount equal to such excess. (e) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Currencies and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any provided, further that such notice may be conditioned on revocable if the effectiveness Company specifies therein that such prepayment is contingent upon the consummation of other financing arrangements or one or more other transactionsan anticipated transaction. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s), Class(es) and currency or currencies of Committed Loans to be prepaid and, if Eurocurrency Rate Loans not denominated in Sterling are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of the applicable Class its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders of the applicable Class in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bc) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Revolving Credit Outstandings for the US Dollar Revolving Credit Facility at such time exceed an amount equal to 105100% of the Aggregate US Dollar Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay US Dollar Revolving Credit Loans and/or the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a2.16(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the US Dollar Revolving Credit Loans the Total Revolving Credit Outstandings under the US Dollar Revolving Credit Facility exceed the Aggregate US Dollar Revolving Credit Commitments then in effect. If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings for the Multicurrency Revolving Credit Facility at such time exceed an amount equal to 105% of the Multicurrency Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Multicurrency Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Multicurrency Revolving Credit Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Multicurrency Revolving Credit Loans the Total Revolving Credit Outstandings under the Multicurrency Revolving Credit Facility exceed the Multicurrency Revolving Credit Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Individual Currency Loans made to such Borrower in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollarsan Alternative Currency other than a Special Notice Currency, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Special Notice Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Core Currency Applicable Percentage (in the case of Committed Loans) or ratable share (in the case of Individual Currency Loans) of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a full or partial refinancing of the Commitments, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the date of such prepayment) if such condition is not satisfied; provided that the applicable Borrower shall pay any amounts required pursuant to Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment of Committed Loans shall be applied to the Committed Loans of the Lenders in accordance with their respective Core Currency Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bc) If the Administrative Agent notifies the Company at any time that (i) solely as a result of fluctuations in currency exchange rates, the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effecteffect or that the aggregate Revolving Credit Exposure exceeds an amount equal to 105% of the Aggregate Commitments or (ii) other than as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed the Aggregate Commitments then in effect or that the aggregate Revolving Credit Exposures exceed the Aggregate Commitments, then, in either case, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that (i) solely as a result of fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in Non-Core Currency at such time exceed an amount equal to 105% of the aggregate Individual Currency Commitments with respect to such currency then in effect or (ii) other than as a result of fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in any Non-Core Currency at such time exceeds the aggregate Individual Currency Commitments with respect to such currency then in effect, then, in either case, within four Business Days after receipt of such notice, the Borrowers shall prepay Loans in such currency in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such aggregate Individual Currency Commitments then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), and be received by the Administrative Agent not later than 12:00 p.m. (noon) noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the one Business Day prior to any date of prepayment of Base Rate Loans; and (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the obligations and the termination of this Agreement, subject to then such prepayment may be conditioned upon the occurrence closing of any condition(s) specified thereinsuch refinancing transaction. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions an amount not to exceed 100% of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. noon (noonApplicable Time, in the case of a Borrowing denominated in an Offshore Currency) (A) two Business Days prior to any date of prepayment of Offshore Rate Committed Loans denominated in Dollars, (B) three Business Days prior to any date of prepayment of Eurocurrency an Offshore Rate Loans Committed Loan denominated in Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars, (BC) four five Business Days prior to any date of prepayment of Eurocurrency an Offshore Rate Loans Committed Loan denominated in Alternative Currencies, any other Committed Loan Offshore Currency and (CD) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Offshore Rate Committed Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Offshore Rate Committed Loans denominated in Alternative Currencies a Committed Loan Offshore Currency shall be in a minimum principal amount of US$25,000,000 or a whole multiple the Dollar Equivalent Amount of US$5,000,000 in excess thereof$5,000,000; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$$5,000,000 or a whole multiple of US$$1,000,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Offshore Rate Committed Loans are to be prepaid, the Interest Period(s) and Committed Loan Offshore Currencies, if applicable, of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency an Offshore Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 12:00 1:00 p.m. (noon) (A) three two Business Days prior to any date of prepayment of Eurocurrency Fixed Rate Loans denominated in Dollars, (B) four three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Fixed Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Eurocurrency Floating Rate Loans or Base Rate Loans; (ii) any prepayment of Eurocurrency Fixed Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Fixed Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Eurocurrency Floating Rate Loans or Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Fixed Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Fixed Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans clause 11.1 of the Lenders in accordance with their respective Applicable PercentagesCommon Terms Deed. (b) If the Administrative Agent Lender notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments Commitment then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitment then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.03(f)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then amount of the Commitment. The Lender may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in effectorder to protect against the results of further exchange rate fluctuations.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on upon the effectiveness of other financing arrangements Indebtedness or the occurrence of one or more other transactionstransactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to each applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment in the case of Swing Line Loans denominated in Dollars and 12:00 p.m. Noon London time on the date of the prepayment in the case of Swing Line Loans denominated in Euros, and (ii) any such prepayment shall be in a minimum principal amount of $100,000.100,000 or €100,000, as applicable. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess. (e) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in US Dollars shall be in a principal amount of US$25,000,000 5,000,000 or a whole multiple of US$5,000,000 1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the Alternative Currency Equivalent of US$25,000,000 5,000,000 or a whole multiple of the Alternative Currency Equivalent of US$5,000,000 1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 500,000 or a whole multiple of US$1,000,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Companygiven, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of US$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.03(g)(ii), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent and, in the case of any prepayment of Committed Singapore Loans, the Singapore Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) in the case of prepayments under the Singapore Subfacility, 10 Business Days or (B) in the case of prepayments under the Primary Subfacility, (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C3) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid, whether the Committed Loans to be prepaid are Committed Primary Loans or Committed Singapore Loans and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Share of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Primary Loans or Committed Singapore Loans, as the case may be, of the Primary Lenders or Singapore Lenders, as applicable, in accordance with their respective Shares. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bi) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Primary Outstandings at such time exceed an amount equal to 105% of the Aggregate Primary Commitments then in effect, then, within two Business Days after receipt of such notice, the Primary Borrowers shall prepay Committed Primary Loans and/or Swing Line Loans and/or the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentPrimary Commitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Primary Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (ii) If either Agent notifies the Company at any time that the Total Singapore Outstandings at such time exceed an amount equal to 105% of the Aggregate Singapore Commitments then in effect, then, within two Business Days after receipt of such notice, the Singapore Borrowers shall prepay Committed Singapore Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Singapore Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company at any time that shall make such prepayment and the Total Outstandings, less Cash Collateral, payment amount specified in such notice shall be due and payable on the date specified therein. (c) If as a result of foreign currency translation the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceed an amount equal to 105% of exceeds the Aggregate Commitments then in effecteffect by an amount in excess of the Dollar Equivalent of $400,000, then, within two Business Days after receipt of notice from the Administrative Agent of such noticeoccurrence, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Dollar Equivalent of $400,000 in excess of the Aggregate Commitments then in effect. (d) If for any reason other than as a result of foreign currency translation the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Company shall promptly after notice from the Administrative Agent prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a), that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. If for any reason the Outstanding Amount of all Swing Line Loans exceed the Swing Line Sublimit, the Company shall immediately prepay the Swing Line Loans in aggregate amount equal to such excess. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans and/or Term Loans in whole or in part without premium or penalty; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) such notice must be in the form of a form reasonably acceptable to the Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 12:00 1:00 p.m. (noon) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Term SOFR Rate Loans denominated in DollarsLoans, (B) four (4) Business Days prior to any the date of prepayment of Eurocurrency Rate Loans any Daily Simple RFR Loan or any Term RFR Loan denominated in Alternative Currencies, Currencies and (C) on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Eurocurrency Rate Daily Simple RFR Loans denominated in Dollars shall be in a Dollar Equivalent principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 the Dollar Equivalent of $1,000,000 in excess thereof; , (iii) any prepayment of Eurocurrency Term Rate Loans denominated in Alternative Currencies shall be in a minimum Dollar Equivalent principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 the Dollar Equivalent of $1,000,000 in excess thereof; , and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice Notice of Loan Prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice a Notice of Loan Prepayment is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein; provided, subject that, a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the occurrence of any condition(sAdministrative Agent on or prior to the specified effective date) specified thereinif such condition is not satisfied. Any prepayment of a Eurocurrency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Except as provided in Section 3.03 and subject to Section 2.20, if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied, after giving effect to the allocations in the preceding sentence, first to Loans (including Swing Line Loans) to which the Base Rate Option applies, then to other Loans denominated in Dollars, then to Loans subject to the Term RFR Option denominated in an Alternative Currency, then to Loans subject to Daily Simple RFR denominated in an Alternative Currency. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments of the Term Loan as directed by the Borrower (or, in the absence of direction by the Borrower, such prepayment of Term Loans shall be applied to the principal repayment installments of the Term Loans in direct order of maturity). Subject to Section 2.16, each such prepayment shall be applied to the Committed Revolving Loans or Term Loans, as applicable, of the Lenders in accordance with their respective Applicable Percentages. (b) If The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, except as otherwise agreed by the Swing Line Lender in its sole discretion, (i) such notice must be in the form of a Notice of Loan Prepayment and be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the Company date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each Notice of Loan Prepayment shall specify the date and amount of such prepayment. If a Notice of Loan Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) If for any reason the Total Revolving Outstandings at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Revolving Commitments then in effect, thenthe Borrower shall, within two one (1) Business Days after Day of receipt of such noticewritten notice from the Administrative Agent, the Company shall prepay Committed Revolving Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless unless, after the prepayment in full of the Committed Revolving Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (d) If the Administrative Agent notifies the Borrower at any time that the Dollar Equivalent of the aggregate amount of all Committed Revolving Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the lesser of (i) the Alternative Currency Sublimit and (i) the Aggregate Revolving Commitments, then within two (2) Business Days after receipt of such notice, the Borrower shall prepay Committed Revolving Loans in an aggregate amount sufficient to reduce such amount as of such date of payment to an amount not to exceed 100% of the lesser of subclauses (i) and (ii) above. (e) All prepayments required pursuant to this Section 2.05(c) or 2.05(d) shall first be applied among the Interest Rate Options to the principal amount of the Loans subject to the Base Rate Option (other than in the case of Section 2.05(d)), then to other Loans denominated in Dollars (other than in the case of Section 2.05(d)), then to Loans subject to the Term RFR Option denominated in an Alternative Currency, then to Loans subject to Daily Simple RFR denominated in an Alternative Currency. In accordance with Section 3.05, the Borrower shall promptly compensate the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a Term Rate Option on any day other than the last day of the applicable Interest Period.

Prepayments. (a) The Company Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify whether the Loans to be prepaid are Term Loans or Revolving Loans, the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Term Lender or Revolving Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the applicable Lenders in accordance with their respective Applicable Percentages. Each prepayment of Term Loans under this Section 2.05(a) shall be applied ratably to the then remaining scheduled principal amortization payments of the Term Loans under Section 2.07(a). (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Revolving Outstandings at any such time exceed an amount equal to 105% of the Aggregate Revolving Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Revolving Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce the Total Revolving Outstandings as of such excess over date of payment to an amount not to exceed 100% of the Aggregate CommitmentRevolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.15(aSections 2.03(g)(ii), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request additional Cash Collateral be provided in order to protect against the results of further exchange fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Revolving Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Revolving Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty, subject to Section 2.04(i) below; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. (noon) (A) three two Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsTerm SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in any Alternative CurrenciesCurrency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Term SOFR Loans denominated in Dollars or Alternative Currency Loans shall be in a principal amount of US$25,000,000 the Dollar Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.18. Subject to Section 2.162.21, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If In the event and on each occasion that (i) other than as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit in accordance with Section 1.09, (A) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent notifies in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (B) the Foreign Borrower Exposure exceeds $200,000,000, the Borrowers shall prepay Revolving Credit Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $200,000,000 or (ii) as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit pursuant to Section 1.09, (x) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (y) the Foreign Borrower Exposure exceeds $210,000,000, the Borrowers shall prepay Revolving Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $210,000,000. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company at or any time Restricted Subsidiary in respect of any Prepayment Event that occurs on or after the Total OutstandingsClosing Date, less Cash Collateralthe Company shall, at on the day such time exceed Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within five Business Days after such Net Proceeds are received), prepay Term Borrowings in an amount equal to 105% such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the Aggregate Commitments then definition of the term “Prepayment Event”, if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Company to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in effect, then, such certificate) to be applied within two Business Days one year after receipt of such noticeNet Proceeds to acquire, repair or restore assets to be used or useful in the business of the Company or the Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, of any Restricted Subsidiaries), or to consummate any Permitted Acquisition of Persons that will become, or assets that will be held by, Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, that will become Restricted Subsidiaries or be held by any Restricted Subsidiaries) permitted hereunder (but not of other Persons), 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 Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such one-year period (or within a period of 180 days thereafter if by the end of such initial one-year period the Company or one or more Domestic Subsidiaries (or, to the extent permitted above, Foreign Subsidiaries) shall have entered into an agreement with a third party to acquire, repair or restore such assets, or to consummate such Permitted Acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. (d) In the event and on each occasion that, as a result of the receipt of any cash proceeds by the Company or any Restricted Subsidiary in connection with any Disposition of any asset or any other event that occurs on or after the Closing Date, the Company or any other Loan Party would be required by the terms of any Indebtedness that is Subordinated Indebtedness with respect to the Loan Document Obligations (or any Refinancing Indebtedness in respect thereof) to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any such Subordinated Indebtedness (or such Refinancing Indebtedness) or any other Subordinated Indebtedness, then, prior to the time at which it would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Company shall, if and to the extent it would reduce, eliminate or satisfy any such requirement, (i) prepay Term Borrowings or (ii) use such cash proceeds to acquire assets in one or more transactions permitted hereby. (e) Following the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 20242025, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations Term Borrowings in an aggregate amount at least equal to the Specified ECF Percentage of Excess Cash Flow for such excess over fiscal year; provided that such amount shall be reduced by the Aggregate Commitment; provided, however, that, subject aggregate amount of voluntary prepayments of Term Borrowings and Revolving Credit Borrowings (but only to the provisions extent accompanied by a permanent reductions of the corresponding Commitment) made pursuant to this Section 2.15(a)2.04 during such fiscal year and after the end of such fiscal year but prior to the date on which the prepayment pursuant to this paragraph (e) for such fiscal year is required to have been made, excluding any such prepayments to the extent financed from Excluded Sources. Each prepayment pursuant to this paragraph shall be made no later than the date that is five Business Days following the date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being. (f) Prior to any optional or mandatory prepayment of Borrowings under this Section, the applicable Borrower, or the Borrower Agent on its behalf, shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (g) of this Section 2.04. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class are outstanding, the Company shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Borrowings pro rata (including Term A-1 Loans, Term A-2 Loans, Term B Loans, Incremental Term Loans and Refinancing Term Loans) based on the aggregate principal amounts of outstanding Borrowings of each such Class. (g) The applicable Borrower, or the Borrower Agent on its behalf, shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder not later than the time that a Loan Notice would be required under Section 2.02 if such Borrower were requesting a Revolving Borrowing of the Type of Borrowing being prepaid; provided that if a Borrower delivers a Loan Notice in respect of the conversion or continuation of any Borrowing, such Borrowing shall not be prepaid until the Interest Period applicable to such Borrowing at the time such Loan Notice is delivered has expired. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section 2.04 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a 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 2.08 together with any additional amounts required pursuant to Section 2.18. (h) Notwithstanding the foregoing, the Company shall not be required to Cash Collateralize prepay any Term Borrowings with any Foreign Source Prepayment to the L/C Obligations extent the repatriation to the Company of such Foreign Source Prepayment (i) would result in a material tax liability to the Company or any of its Restricted Subsidiaries, (ii) is prohibited or restricted by any applicable Requirement of Law or (iii) would conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such Foreign Source Prepayment shall not be required to prepay any Term Borrowings pursuant to this Section 2.04(b2.10(b); provided that, if such repatriation would no longer result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such an amount equal to such Foreign Source Prepayment shall be promptly repatriated to the Company and such proceeds shall thereafter be applied to the repayment of Term Borrowings pursuant to Section 2.04(c); and provided, further, that in the case of any Prepayment Event in respect of which the Net Proceeds are less than $20,000,000, no prepayment shall be required to be made in respect of any Net Proceeds as to which such repatriation would continue to result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties on the date 365 days following such Prepayment Event. (i) unless In the event that,{ on or prior to the }date that is six months after the First Amendment Effective Date, the Company (x) prepays, repays, refinances, substitutes or replaces any Term B Loans in connection with a Repricing Transaction (including any prepayment in full made as a result of clause (c) of the definition of Prepayment Event that constitutes a Repricing Transaction), or (y) effects any amendment, waiver or other modification of, or consent under, this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (A) in the case of clause (x), a premium of 1.00% of the aggregate principal {amount of the Term B }Loans so prepaid, repaid, refinanced, substituted or replaced and (B) in the Total Outstandings exceed case of clause (y), a fee equal to 1.00% {of the Aggregate Commitments then aggregate principal amount of the Term B Loans outstanding }immediately prior to such amendment, waiver, modification or consent that are the subject of such Repricing Transaction. If, on or prior to the date that is six months after the First Amendment Effective Date, all or any portion of the Term B Loans is repaid or prepaid (including as a result of any mandatory prepayments, voluntary prepayments, payments following acceleration of the Loans{or any Event of Default}) prior to the dates specified below, such repayments or prepayments will be made (A) together with a premium equal to the Applicable Make-Whole Amount as of the date of such repayment or prepayment, if such repayment or prepayment occurs on or after the Closing Date and on or prior to the first anniversary of the Closing Date, (B)held by any Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.15 as a result of, or in effect.connection with, such Lender not consenting with respect to any amendment, waiver, modification or consent referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so repaid or prepaid, if such repayment or prepayment occurs after the first anniversary of the Closing Date but on or prior to second anniversary of the Closing Date and (C) 100% of the principal amount repaid or prepaid, if such repayment or prepayment occurs at any time after the second anniversary of the Closing Date (the foregoing premiums (including the Applicable Make-Whole Amount), the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to any repayments or prepayments made pursuant to Section 2.04(c), Section 2.04(e) or Section 2.07(a). If the term B Loans are accelerated or otherwise become due prior to their applicable Maturity Date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Term B Loans that becomes due and payable shall equal 100% of the principal amount of the Term B Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Term B Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Term B Loans are accelerated or otherwise become due prior to their applicable Maturity Date, in each case, in respect of any Event of Defau

Prepayments. (a) The Company may, upon notice to the Administrative Agent, at any time or Borrower may from time to time voluntarily prepay Committed the principal of any Series comprised of PR Loans or LIBOR Loans, as the case may be, in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable part, subject to the Administrative following: (a) Borrower shall give NCB-Agent and be received by the Administrative Agent an appropriate notice not later than 12:00 p.m. noon on the Banking Day next preceding any such prepayment, which notice, if not originally given in writing, shall be promptly confirmed in writing. NCB-Agent shall promptly report the notice to each Bank. (noonb) (A) three Business Days prior to any date of Each prepayment of Eurocurrency Rate a Series comprised of PR Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on shall aggregate the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 One Hundred Thousand Dollars ($100,000) or any multiple thereof or an amount equal to the then aggregate principal outstanding and shall be allocated thereto Ratably. Each prepayment of a whole Series comprised of LIBOR Loans shall aggregate One Million Dollars ($1,000,000) or any greater amount that is a multiple of US$5,000,000 in excess thereof; One Hundred Thousand Dollars (iii$100,000) any or an amount equal to the aggregate unpaid principal balance of that Series comprised of LIBOR Loans and shall be applied Ratably thereto. (c) Each prepayment of Eurocurrency Rate a Series comprised of PR Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements made without penalty or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified thereinpremium. Any prepayment of a Eurocurrency Rate Loan Series comprised of LIBOR Loans (regardless of the reason for the prepayment) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied subject to the Committed Loans payment of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentindemnity required by section 6C; provided, however, that, subject to the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full repay any Series of Term Loans comprised of LIBOR Loans which constitute all or a portion of the Refinanced Amount. (d) Prior to the Expiration Date no prepayment shall of itself reduce any Revolving Commitment. (e) Concurrently with each prepayment, Borrower shall prepay the interest accrued on the prepaid principal. (f) Prior to the Refinancing Date Borrower shall not prepay any portion of the Term Loans unless the Total Outstandings then aggregate outstanding principal amount of the Revolving Loans does not exceed the Aggregate Commitments then in effectOne Hundred Million Dollars ($100,000,000).

Prepayments. (a) The Company Borrowers may, upon notice from the Parent Borrower to the Administrative AgentAgent pursuant to delivery of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate RateTerm SOFR Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, CurrenciesCurrency Loans and (C) on the date of prepayment of Base Rate Loans or Daily SOFR Loans; (ii) any prepayment of Eurocurrency Rate RateTerm SOFR Loans denominated in Dollars shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies CurrenciesCurrency Loans shall be in a minimum principal amount of US$25,000,000 the Dollar Equivalent of $1,000,000 or a whole multiple of US$5,000,000 the Dollar Equivalent of $250,000 in excess thereof; and (iv) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice Notice of Loan Prepayment shall specify the date and, amount and amount currency of such prepayment and the Type(s) and Class of Committed Loans to be prepaid and, if Eurocurrency EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) and currency of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Appropriate Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyParent Borrower, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a Notice of Loan Prepayment delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, subject the proceeds of which will be used to prepay any outstanding Obligations, in which case such prepayment may be conditional upon the occurrence effectiveness of any condition(s) specified thereinsuch other credit facilities or the closing of such other transaction. Any prepayment of a Eurocurrency EurocurrencyTerm SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Appropriate Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Administrative Agent notifies the Company Total Revolving Outstandings at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Revolving Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall immediately prepay Revolving Loans and/or the Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce the Total Revolving Outstandings as of such excess over date of payment to an amount not to exceed 100% of the Aggregate CommitmentRevolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a), the Company Parent Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral in an amount not to exceed 105% of the outstanding L/C Obligations be provided in order to protect against the results of exchange rate fluctuations. (c) If for any reason the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies at any time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days the Borrowers shall prepay Revolving Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penaltypenalty (except as set forth in the second proviso to this sentence or as otherwise agreed with any Lenders in respect of any increase in the Facilities pursuant to Section 2.14); provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans denominated in Dollars, and (B) four one Business Days Day prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that, in the event that on or prior to the six-month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term B Loans in connection with any Repricing Transaction (including pursuant to Section 2.05(e)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B Lender, (I) in the case of clause (x), a prepayment premium in an amount equal to 1.00% of the principal amount so prepaid and (vII) any in the case of clause (y), a payment equal to 1.00% of the aggregate principal amount of the Term B Loans outstanding immediately prior to such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamendment that have been repriced. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid prepaid, whether the Committed Loans to be repaid are Revolving Credit Loans or Term B Loans and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in respect of the applicable Facility in accordance with their respective Applicable Percentages. All prepayments of Term B Loans and Incremental Term Loans pursuant to this Section 2.05(a) (i) shall be applied ratably to each such Tranche of Loans (unless the Lenders of any Tranche of Incremental Term Loans have elected a lesser prepayment) and (ii) shall be applied to the scheduled installments of Term B Loans in the manner directed by the Borrower in the respective notice of prepayment (or, in the absence of such direction, in direct order of maturity). (b) If The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the Company date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by 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. (c) If for any reason the Total Revolving Outstandings at any time that exceed the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate aggregate Revolving Credit Commitments then in effect, thenthe Borrower shall immediately prepay Swing Line Loans, within two Business Days after receipt of such noticeand if no Swing Line Loans are (or remain) outstanding, the Company shall prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate aggregate Revolving Credit Commitments then in effect. (d) Within ten Business Days after the receipt by the Parent or any of its Restricted Subsidiaries of Net Cash Proceeds of any Disposition (other than Dispositions expressly permitted under Section 8.05(a), (b), (c), (d), (f) or (h)) or from any Extraordinary Loss from and after the Closing Date, the Borrower shall repay Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below); provided, that if the Borrower shall certify at the time of such receipt that it, the Parent or any of their Restricted Subsidiaries intends to (i) Reinvest such Net Cash Proceeds within twelve months of such receipt or (ii) enter into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve months following receipt of such Net Cash Proceeds, no later than six months after the end of such twelve month period, the Borrower or such Restricted Subsidiary may use such Net Cash Proceeds for such purposes; provided further, to the extent that the Borrower or such Restricted Subsidiary shall not have (i) Reinvested 100% of such Net Cash Proceeds by not later than twelve months after the receipt thereof or (ii) entered into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve months and Reinvested such Net Cash Proceeds no later than six months after the end of such twelve month period, the Borrower shall use any such remaining Net Cash Proceeds to repay Loans on such date; and provided, further, the Borrower shall not be required to repay Loans pursuant to this clause (d) unless and until the aggregate amount of Net Cash Proceeds the Borrower is required to use to prepay Loans pursuant to this clause (d) is equal to or greater than $15,000,000 (and at such time, the Borrower shall prepay the Loans using all such Net Cash Proceeds (and not just the portion in excess of $15,000,000)). (e) Within five Business Days after the receipt by the Parent or any of its Restricted Subsidiaries of Net Cash Proceeds from the incurrence, issuance or sale by the Parent or any Restricted Subsidiary of Indebtedness (other than Indebtedness expressly permitted by Section 8.03, but including Indebtedness in respect of Refinancing Facilities and Refinancing Equivalent Debt), the Borrower shall repay Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below). (f) Within ten Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), beginning with the fiscal year ending December 31, 2017 (for the period from July 1, 2017 through and including December 31, 2017) and for each fiscal year thereafter, the Borrower shall prepay an aggregate principal amount of Loans (such prepayments to be applied as set forth in clause (h) below) equal to the remainder of (A) 50% of Excess Cash Flow for the fiscal year (or, in the case of fiscal year 2017, such portion thereof) covered by such financial statements minus (B) other than to the extent made with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (i) the aggregate principal amount of voluntary prepayments of Term B Loans made during such fiscal year pursuant to Section 2.05(a), (ii) the aggregate amount of any reduction in the outstanding principal amount of Term B Loans resulting from assignments to the Borrower made during such fiscal year in accordance with Section 11.06(g) (but, in the case of this clause (ii), limited to the amount of cash actually used to purchase principal of such Term B Loans) and (iii) the aggregate principal amount of any voluntary prepayments of Revolving Credit Loans made during such fiscal year pursuant to Section 2.05(a), but, in the case of this clause (iii), only to the extent accompanied by a like voluntary reduction in the Revolving Credit Commitments made during such fiscal year pursuant to Section 2.06(a); provided that such percentage shall be reduced to 25% if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 3.00:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(f) shall be required if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 2.25:1.00. (g) [Reserved]. (h) All prepayments of Loans made pursuant to clauses (d), (e) and (f) of this Section 2.05 shall be applied first, ratably to the Term B Loans and to each Tranche of outstanding Incremental Term Loans (unless the Lenders under any such Incremental Term Loans have elected to be paid on a less than ratable basis), and second, once the Term B Loans and all Incremental Term Loans have been repaid in full, ratably to repay the Revolving Credit Loans (without any reduction in the Revolving Credit Commitments). (i) All prepayments of Term B Loans an each Tranche of Incremental Term Loans shall be applied to the scheduled installments thereof in direct order of maturity. (j) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term B Loans required to be made pursuant to Sections 2.05(d), (e) and (f) at least three 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 appropriate Lender of the contents of the Borrower’s prepayment notice and of such appropriate Lender’s Applicable Percentage of the prepayment. Each Term B Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term B Loans required to be made pursuant to Sections 2.05(d) and (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term B Loans to be rejected by such Lender. If a Term B Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term B Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term B Loans. Any Declined Proceeds remaining thereafter shall be retained by the Borrower. (k) Notwithstanding any provision under this Section 2.05 to the contrary, (i) any amounts that would otherwise be required to be paid by the Borrower pursuant to Sections 2.05(d) and (f) shall not be required to be so prepaid to the extent of any such Excess Cash Flow that is generated by a Foreign Subsidiary or such Net Cash Proceeds are received by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation), and once such repatriation, unless the provisions of clause (iii) below are applicable, of any such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above, such repatriation will be promptly effected and such repatriation of Net Cash Proceeds or Excess Cash Flow, as applicable, will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.06 to the extent provided herein (without regard to this clause (k)); and (ii) if the repatriation by a Foreign Subsidiary to the United States of any amount required to mandatorily prepay the Loans pursuant to Sections 2.05(d) and (f) would result in material adverse tax consequences to the Parent or its Restricted Subsidiaries (such amount, a “Restricted Amount”), as reasonably determined by the Borrower, the amount the Borrower shall be required to mandatorily prepay pursuant to Sections 2.05(d) and (f), as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the United States such Restricted Amount without incurring such material adverse tax liability; provided, to the extent that the repatriation of any Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have a material adverse tax consequence, an amount equal to the Net Cash Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clauses (i) and (ii) shall be promptly applied to the repayment of the Loans pursuant to this Section 2.06 as otherwise required above (without regard to this clause (k)). To the extent that any amounts have not been repatriated to the Borrower by operation of this clause (k) within one year from the date of the applicable requirement to prepay the Loans, the Borrower shall not have any further obligations under this clause (k).

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% date of the Aggregate Commitments then prepayment, and (ii) any such prepayment shall be in effect, then, within two Business Days after receipt a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such noticeprepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Borrowers shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations in an amount of at least $100,000. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 102% of the Alternative Currency Sublimit then in effect, then, within three (3) Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. Prepayments made pursuant to this Section 2.05(c) and (d), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied to the outstanding Committed Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Lenders, as applicable. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Prepayments. (a) The Company Each Borrower may, upon notice (which notice shall be in a form acceptable to the Administrative Agent) to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent: (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) (A) three two (2) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsTerm SOFR Loans, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Revolving Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in any Alternative CurrenciesCurrency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Term SOFR Loans denominated in Dollars or Alternative Currency Loans shall be in a principal amount of US$25,000,000 the Dollar Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the Dollar Equivalent of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions). Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid andprepaid, and if Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Revolving Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 1.13 and Section 2.17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice (which notice shall be in a form acceptable to the applicable U.S. Swing Line Lender and the Administrative Agent) to the applicable U.S. Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay U.S. Swing Line Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the applicable U.S. Swing Line Lender, (i) such notice must be received by the applicable U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Each Borrower may, subject upon notice (which notice shall be in a form acceptable to the occurrence of applicable Euro Swing Line Lender and the Administrative Agent) to the applicable Euro Swing Line Lender (with a copy to the Administrative Agent), at any condition(stime or from time to time, voluntarily prepay Euro Swing Line Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the applicable Euro Swing Line Lender, (i) specified therein. Any prepayment of a Eurocurrency Rate Loan shall such notice must be accompanied received by all accrued interest the applicable Euro Swing Line Lender and the Administrative Agent not later than 10:00 a.m., London time, on the amount prepaiddate of the prepayment, together with and (ii) any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to in a minimum principal amount of $100,000. Each such notice shall specify the Committed Loans date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the Lenders payment amount specified in accordance with their respective Applicable Percentagessuch notice shall be due and payable on the date specified therein. (bd) If for any reason the Administrative Agent notifies the Company Total Outstandings at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a), the Company Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(d) unless after the prepayment in full of the Loans Revolving Loans, the U.S. Swing Line Loans, and the Euro Swing Line Loans, the Total Outstandings at such time exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed any Class of Loans in whole or in part without premium or penaltypenalty pursuant to this Section 2.06(a) (other than Negotiated Rate Loans, which are subject to the provisions of clause (c) below); provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Currencies and (C) on the date of prepayment of Base Rate Committed Loans or LIBOR Daily Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars or LIBOR Daily Loans shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; , (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of US$25,000,000 which is $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan or LIBOR Daily Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each prepayment of Committed Revolving Loans made pursuant to this clause (a) shall be made ratably among the Revolving Lenders in accordance with their respective Applicable Percentages of the Committed Revolving Loans. Each prepayment of Committed Term Loans made pursuant to this clause (a) shall be made ratably among the Term Lenders in accordance with their respective Applicable Percentages of the Committed Term Loans. (b) [Reserved]. (c) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Negotiated Rate Loans in whole or in part without premium or penalty (unless the Borrower and the applicable Revolving Lender have otherwise agreed, in which case such Loan may be prepaid in accordance with such agreement); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the requested date of prepayment of such Negotiated Rate Loans; (ii) the Revolving Lender or Lenders making the Negotiated Rate Loan have consented to such prepayment; and (iii) unless agreed to by the applicable Revolving Lender and the Administrative Agent (such consent not to be unreasonably withheld), any prepayment of Negotiated Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each applicable Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, subject to however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the occurrence effectiveness of any condition(s) specified thereinother credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Negotiated Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant as may be agreed to Section 3.05. Subject to Section 2.16, each by the Borrower and the Revolving Lender or Lenders making such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesNegotiated Rate Loan. (bd) If the Administrative Agent notifies the Company Borrower at any time that (i) the Total Outstandings, less Cash Collateral, Revolving Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Commitments then in effect, then(ii) the L/C Obligations at such time exceed the Letter of Credit Sublimit then in effect, within two Business Days after receipt (iii) the Negotiated Rate Loans outstanding at such time exceed the Negotiated Rate Sublimit then in effect, or (iv) the Outstanding Amount of all Loans denominated in Alternative Currencies at such noticetime exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, the Company Borrower shall prepay the applicable Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over within one (1) Business Day (or, with respect to clause (iv), within (x) four (4) Business Days, with respect to Outstanding Amounts denominated in Euros, Sterling or Canadian Dollars and (y) five (5) Business Days, with respect to Outstanding Amounts denominated in any other Alternative Currency) after the Aggregate CommitmentAdministrative Agent notifies the Borrower that such a prepayment is required and of the amount thereof; provided, however, that, subject to the provisions of Section 2.15(a2.17(a)(iv), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.06(d) unless after the prepayment in full of the Committed Revolving Loans and the Negotiated Rate Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The Company Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Revolving Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.16, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) DeVry may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 (noon) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by DeVry, DeVry shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, DeVry shall immediately prepay (or cause to be prepaid) Loans in an aggregate amount equal to such excess; provided, however, that DeVry shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.5(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Company Borrowers at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceed an amount equal to 105exceeds 103% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company DeVry shall prepay (or cause to be prepaid) Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penaltypenalty (except as set forth in the second proviso to this sentence or as otherwise agreed with any Lenders in respect of any increase in the Facilities pursuant to Section 2.14); provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Eurodollar RateSOFR Loans denominated in Dollars, and (B) four one Business Days Day prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate LoansCommitted Loans (or, in either case, such later time and day as the Administrative Agent may agree); (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Eurodollar RateSOFR Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that, in the event that after the Closing Date and on or prior to the six-month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term B Loans in connection with any Repricing Transaction (including pursuant to Section 2.05(e)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B Lender, (I) in the case of preceding clause (x), a prepayment premium in an amount equal to 1.00% of the principal amount so prepaid and (vII) any in the case of preceding clause (y), a payment equal to 1.00% of the aggregate principal amount of the Term B Loans outstanding immediately prior to such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamendment that have been repriced. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid prepaid, whether the Committed Loans to be repaid are Revolving Credit Loans or Term B Loans and, if Eurocurrency Rate Eurodollar RateSOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Eurodollar RateSOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in respect of the applicable Facility in accordance with their respective Applicable Percentages. All prepayments of Term Loans pursuant to this Section 2.05(a) (i) shall be applied ratably to each such Tranche of Loans (unless the Lenders of any Tranche of Term Loans incurred after the Closing Date have elected a lesser prepayment) and (ii) shall be applied to the scheduled installments of each such Tranche of Term Loans in the manner directed by the Borrower in the respective notice of prepayment (or, in the absence of such direction, in direct order of maturity). (b) If The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the Company date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by 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. (c) If for any reason the Total Revolving Outstandings at any time that exceed the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate aggregate Revolving Credit Commitments then in effect, thenthe Borrower shall immediately prepay Swing Line Loans, within two Business Days after receipt of such noticeand if no Swing Line Loans are (or remain) outstanding, the Company shall prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate aggregate Revolving Credit Commitments then in effect. (d) Within ten Business Days after the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds of any Disposition (other than Dispositions expressly permitted under Section 8.05(a), (b), (c), (d), (e) or (g)) or from any Extraordinary Loss from and after the Closing Date, the Borrower shall repay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below); provided, that if the Borrower shall certify at the time of such receipt that it or any of its Restricted Subsidiaries intends to (i) Reinvest such Net Cash Proceeds within twelve months of such receipt or (ii) enter into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve months following receipt of such Net Cash Proceeds, no later than six months after the end of such twelve month period, the Borrower or such Restricted Subsidiary may use such Net Cash Proceeds for such purposes; provided further, to the extent that the Borrower or such Restricted Subsidiary shall not have (i) Reinvested 100% of such Net Cash Proceeds by not later than twelve months after the receipt thereof or (ii) entered into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve months and Reinvested such Net Cash Proceeds no later than six months after the end of such twelve month period, the Borrower shall use any such remaining Net Cash Proceeds to repay Term Loans on such date; and provided, further, the Borrower shall not be required to repay Term Loans pursuant to this clause (d) unless and until the aggregate amount of Net Cash Proceeds the Borrower is required to use to prepay Term Loans pursuant to this clause (d) is equal to or greater than $15,000,000 (and at such time, the Borrower shall prepay the Term Loans using all such Net Cash Proceeds (and not just the portion in excess of $15,000,000)). (e) Within five Business Days after the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of Indebtedness (other than Indebtedness expressly permitted by Section 8.03, but including Indebtedness in respect of Refinancing Facilities and Refinancing Equivalent Debt), the Borrower shall repay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below). (f) Within ten Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), beginning with the fiscal year ending December 31, 2021 (for the period from July 1, 2021 through and including December 31, 2021) and for each fiscal year thereafter, the Borrower shall prepay an aggregate principal amount of Term Loans (such prepayments to be applied as set forth in clause (h) below) equal to the remainder of (A) 50% of Excess Cash Flow for the fiscal year (or, in the case of fiscal year 2021, such portion thereof) covered by such financial statements minus (B) other than to the extent made with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (i) the aggregate principal amount of voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a), (ii) the aggregate amount of any reduction in the outstanding principal amount of Term Loans resulting from assignments to the Borrower made during such fiscal year in accordance with Section 11.06(g) (but, in the case of this clause (ii), limited to the amount of cash actually used to purchase principal of such Term Loans), (iii) the aggregate principal amount of any voluntary prepayments of Revolving Credit Loans made during such fiscal year pursuant to Section 2.05(a), but, in the case of this clause (iii), only to the extent accompanied by a like voluntary reduction in the Revolving Credit Commitments made during such fiscal year pursuant to Section 2.06(a) and (iv) the aggregate principal amount of any voluntary prepayments of Other Applicable Indebtedness made during such fiscal year (but, in the case of this clause (iv), limited to the amount of cash actually used to purchase principal of such Other Applicable Indebtedness if purchased at a discount); provided that such percentage shall be reduced to 25% if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 3.00:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(f) shall be required if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 2.50:1.00. (g) Notwithstanding anything to the contrary in Section 2.05(d) and/or Section 2.05(f) above, as applicable, (i) if at the time that any prepayment pursuant to Section 2.05(d) would be required, the Borrower is required to prepay or offer to prepay or repurchase any Incremental Equivalent Debt and/or any Refinancing Equivalent Debt that is secured by the Collateral on a pari passu basis and is pari passu in right of payment, in each case, with the Term Loans pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt or Refinancing Equivalent Debt required to be so prepaid or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with a portion of such prepayment, then the Borrower may apply such portion of such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with Section 2.05(h) below) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term B Loans that would have otherwise been required pursuant to Section 2.05(d) shall be reduced accordingly, (ii) if at the time that any prepayment pursuant to Section 2.05(f) would be required (the amount of any such prepayment, the “ECF Prepayment Amount”), the Borrower is required to prepay or offer to prepay or repurchase any Other Applicable Indebtedness with a portion of such ECF Prepayment Amount, then the Borrower may apply such portion of such ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with Section 2.05(h) below) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.05(f) shall be reduced accordingly and (iii) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid as described in preceding clauses (i) and/or (ii), the declined amount (other than any such amount declined by the Lenders pursuant to Section 2.05(j) below) shall promptly (and in any event within one Business Day after the date of such rejection) be applied to prepay the Term Loans in accordance with Section 2.05(h) below. (h) All prepayments of Term Loans made pursuant to clauses (d), (e) and (f) of this Section 2.05 shall be applied ratably to each Tranche of outstanding Term Loans (unless the Lenders under any such Tranche of Term Loans incurred after the Closing Date have elected to be paid on a less than ratable basis). (i) All prepayments of each Tranche of Term Loans shall be applied to the scheduled installments thereof in direct order of maturity (unless a different order of application has been agreed to in respect of any Tranche of Term Loans incurred after the Closing Date). (j) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Sections 2.05(d), (e) and (f) at least three Business Days prior to the date of such prepayment (or such shorter period as may be agreed to by the Administrative Agent in any particular instance). 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 appropriate Lender of the contents of the Borrower’s prepayment notice and of such appropriate Lender’s Applicable Percentage of the prepayment. Each Term Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts (other than to the extent such declined amounts are otherwise required to repay Other Applicable Indebtedness), the “Declined Proceeds”) of Term Loans required to be made pursuant to Sections 2.05(d) and (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day after the date of such Te▇▇ ▇▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Term Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Term Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection 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. Any Declined Proceeds remaining thereafter shall be retained by the Borrower. (k) Notwithstanding any provision under this Section 2.05 to the contrary, (i) any amounts that would otherwise be required to be paid by the Borrower pursuant to Sections 2.05(d) and (f) shall not be required to be so prepaid to the extent of any such Excess Cash Flow that is generated by a Foreign Subsidiary or such Net Cash Proceeds are received by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation), and once such repatriation, unless the provisions of clause (iii) below are applicable, of any such affected Net Cash Proceeds or Excess Cash Flow is permitted under t

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate LoansLoans (or, in each case, such shorter period as the Administrative Agent may agree in its sole discretion); (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a full or partial refinancing of the Facilities, subject such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by the Company (by notice to the occurrence Administrative Agent on or prior to the date of such prepayment) if such condition is not satisfied; provided that the applicable Borrower shall pay any condition(s) specified thereinamounts required pursuant to Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentage. (b) The Company may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 12:00 noon, London time, one Business Day prior to the proposed repayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Revolving Outstandings at such time exceed an amount equal to 105100% of the Aggregate Revolving Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of L/C Obligations owed to any L/C Issuer at such time exceed an amount equal to 100% of such L/C Issuer’s Letter of Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay L/C Obligations and/or the Company shall Cash Collateralize the L/C Obligations of such L/C Issuer in an aggregate amount at least equal to such excess. The L/C Issuer may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of Swing Line Loans owed to any Swing Line Lender at such time exceed an amount equal to 100% of such Swing Line Lender’s Swing Line Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Swing Line Loans of such Swing Line Lender in an aggregate amount at least equal to such excess. The Swing Line Lender may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.

Prepayments. (a) The Company Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (ia) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (nooni) (A) three threetwo Business Days prior to any date of prepayment of Eurocurrency Rate RateTerm SOFR Loans denominated in Dollars, Dollars (Bii) four fourthree Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Currencies and/or Alternative Currency Loans and (Ciii) on the date of prepayment of Base Rate Committed Loans; (iib) any prepayment of Eurocurrency Rate RateTerm SOFR Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; (iiic) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or Alternative Currency Loans shall be in a minimum principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; and (ivd) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Any notice delivered by a Borrower pursuant to this Section 2.05 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by a Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Subject to the foregoing sentence, if such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency RateTerm SOFR Loan and/or an Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with 2.05 any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (a) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (b) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that that, for any reason, the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall immediately prepay Loans and/or the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a), that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this paragraph of Section 2.04(b) 2.05 unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in the Alternative CurrenciesCurrency, and (C) on the date of prepayment of Base Rate Committed Loans and Cost of Funds Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in the Alternative Currencies Currency shall be in a minimum principal amount of US$25,000,000 500,000 Canadian Dollars or a whole multiple of US$5,000,000 100,000 Canadian Dollars in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or Cost of Funds Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of the WC Loans, the Revolver Loans or some combination thereof and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepaymentprepayment (including, in the event such prepayment is a Loan denominated in the Alternative Currency, such Alternative Currency Funding Lender's Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) (x) the Total WC Outstandings at any time exceed the Aggregate WC Commitments then in effect or (y) the Total WC Outstandings other than the maximum drawing amount of all issued and outstanding Products under Contract LCs exceed the Borrowing Base at such time, the Borrowers shall immediately prepay WC Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04 unless after the prepayment in full of the WC Loans and Swing Line Loans the Aggregate WC Outstandings exceed the Aggregate WC Commitments then in effect; and (ii) the Total Revolver Outstandings at any time exceed the Aggregate Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess. (c) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Company Borrowers at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in the Alternative Currency at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans under the Revolving Credit Facility or either Term Loan Facility in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Revolving Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $2,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans under any such credit facility shall be in a principal amount of US$$5,000,000 or a whole multiple of US$$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment, the credit facility to which the prepayment is to be applied, and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Prepayments of the Term Loans shall be applied pro rata to remaining installments of the scheduled amortization of the applicable Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.054.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the applicable Lenders in accordance with their respective Applicable PercentagesPro Rata Revolving Shares, Pro Rata Term A Shares or Pro Rata Term B Shares, as applicable. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C—BA Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C—BA Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. (d) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Revolving Loans denominated in Alternative Currencies at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Revolving Loans and/or (or, if necessary, Cash Collateralize the L/C Obligations Letters of Credit) in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect. (e) In addition to any required payments of principal of the Term Loans and any optional payments of principal of the Term Loans and the Revolving Loans effected under subsection (a) above, no later than 30 calendar days following the receipt of any Net Cash Proceeds from any Disposition permitted by Section 8.05(e), the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and the Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds in excess of $25,000,000 in any fiscal year; provided that no mandatory prepayment on account of such Net Cash Proceeds shall be required under this Section 2.06(e) if the Borrower informs the Administrative Agent no later than 30 days following the receipt of such Net Cash Proceeds of its or its Restricted Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or property consistent with the Core Business (including by way of merger or investment) within eighteen months following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such eighteen-month period being required to applied to such prepayment on the last day of such eighteen-month period. Each prepayment of the Term Loans required under this Section 2.06(e) shall be applied to the Term Loan A and the Term Loan B on a pro rata basis in accordance with the Outstanding Amounts thereof at such time, and within each such Term Loan Facility pro rata across remaining installments of the scheduled amortization of such Term Loan Facility (including the scheduled payment of all remaining Outstanding Amounts of the applicable Term Loan on the Term Loan Maturity Date); provided that any Term Loan B Lender may reject any such mandatory prepayment in whole, with the aggregate amount of all such rejections by Term Loan B Lenders applied to Outstanding Amounts of the Term Loan A pro rata across remaining installments of the Term Loan A Facility, with any excess amount from all such rejections (in the event all such rejections are more than the aggregate Outstanding Amount of the Term Loan A at such time) to be applied to the Outstanding Amount of the Term Loan B pro rata among the rejecting Term Loan B Lenders and pro rata across remaining installments of the Term Loan B Facility. (f) Any prepayment of a Eurocurrency Rate Loan under this Section 2.06 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each prepayment under this Section 2.06 shall be applied to the Loans of the applicable Lenders in accordance with their Pro Rata Term A Shares, Pro Rata Term B Shares or Pro Rata Revolving Shares, as applicable.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penaltypenalty (except as set forth in the second proviso to this sentence or as otherwise agreed with any Lenders in respect of any increase in the Facilities pursuant to Section 2.14); provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans denominated in Dollars, and (B) four one Business Days Day prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate LoansCommitted Loans (or, in either case, such later time and day as the Administrative Agent may agree); (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that, in the event that after the Closing Date and on or prior to the six-month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term B Loans in connection with any Repricing Transaction (including pursuant to Section 2.05(e)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B Lender, (I) in the case of preceding clause (x), a prepayment premium in an amount equal to 1.00% of the principal amount so prepaid and (vII) any in the case of preceding clause (y), a payment equal to 1.00% of the aggregate principal amount of the Term B Loans outstanding immediately prior to such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamendment that have been repriced. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid prepaid, whether the Committed Loans to be repaid are Revolving Credit Loans or Term B Loans and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in respect of the applicable Facility in accordance with their respective Applicable Percentages. All prepayments of Term Loans pursuant to this Section 2.05(a) (i) shall be applied ratably to each such Tranche of Loans (unless the Lenders of any Tranche of Term Loans incurred after the Closing Date have elected a lesser prepayment) and (ii) shall be applied to the scheduled installments of each such Tranche of Term Loans in the manner directed by the Borrower in the respective notice of prepayment (or, in the absence of such direction, in direct order of maturity). (b) If The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the Company date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by 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. (c) If for any reason the Total Revolving Outstandings at any time that exceed the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate aggregate Revolving Credit Commitments then in effect, thenthe Borrower shall immediately prepay Swing Line Loans, within two Business Days after receipt of such noticeand if no Swing Line Loans are (or remain) outstanding, the Company shall prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate aggregate Revolving Credit Commitments then in effect. (d) Within ten Business Days after the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds of any Disposition (other than Dispositions expressly permitted under Section 8.05(a), (b), (c), (d), (e) or (g)) or from any Extraordinary Loss from and after the Closing Date, the Borrower shall repay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below); provided, that if the Borrower shall certify at the time of such receipt that it or any of its Restricted Subsidiaries intends to (i) Reinvest such Net Cash Proceeds within twelve months of such receipt or (ii) enter into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve months following receipt of such Net Cash Proceeds, no later than six months after the end of such twelve month period, the Borrower or such Restricted Subsidiary may use such Net Cash Proceeds for such purposes; provided further, to the extent that the Borrower or such Restricted Subsidiary shall not have (i) Reinvested 100% of such Net Cash Proceeds by not later than twelve months after the receipt thereof or (ii) entered into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve months and Reinvested such Net Cash Proceeds no later than six months after the end of such twelve month period, the Borrower shall use any such remaining Net Cash Proceeds to repay Term Loans on such date; and provided, further, the Borrower shall not be required to repay Term Loans pursuant to this clause (d) unless and until the aggregate amount of Net Cash Proceeds the Borrower is required to use to prepay Term Loans pursuant to this clause (d) is equal to or greater than $15,000,000 (and at such time, the Borrower shall prepay the Term Loans using all such Net Cash Proceeds (and not just the portion in excess of $15,000,000)). (e) Within five Business Days after the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of Indebtedness (other than Indebtedness expressly permitted by Section 8.03, but including Indebtedness in respect of Refinancing Facilities and Refinancing Equivalent Debt), the Borrower shall repay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below). (f) Within ten Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), beginning with the fiscal year ending December 31, 2021 (for the period from July 1, 2021 through and including December 31, 2021) and for each fiscal year thereafter, the Borrower shall prepay an aggregate principal amount of Term Loans (such prepayments to be applied as set forth in clause (h) below) equal to the remainder of (A) 50% of Excess Cash Flow for the fiscal year (or, in the case of fiscal year 2021, such portion thereof) covered by such financial statements minus (B) other than to the extent made with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (i) the aggregate principal amount of voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a), (ii) the aggregate amount of any reduction in the outstanding principal amount of Term Loans resulting from assignments to the Borrower made during such fiscal year in accordance with Section 11.06(g) (but, in the case of this clause (ii), limited to the amount of cash actually used to purchase principal of such Term Loans), (iii) the aggregate principal amount of any voluntary prepayments of Revolving Credit Loans made during such fiscal year pursuant to Section 2.05(a), but, in the case of this clause (iii), only to the extent accompanied by a like voluntary reduction in the Revolving Credit Commitments made during such fiscal year pursuant to Section 2.06(a) and (iv) the aggregate principal amount of any voluntary prepayments of Other Applicable Indebtedness made during such fiscal year (but, in the case of this clause (iv), limited to the amount of cash actually used to purchase principal of such Other Applicable Indebtedness if purchased at a discount); provided that such percentage shall be reduced to 25% if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 3.00:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(f) shall be required if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 2.50:1.00. (g) Notwithstanding anything to the contrary in Section 2.05(d) and/or Section 2.05(f) above, as applicable, (i) if at the time that any prepayment pursuant to Section 2.05(d) would be required, the Borrower is required to prepay or offer to prepay or repurchase any Incremental Equivalent Debt and/or any Refinancing Equivalent Debt that is secured by the Collateral on a pari passu basis and is pari passu in right of payment, in each case, with the Term Loans pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt or Refinancing Equivalent Debt required to be so prepaid or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with a portion of such prepayment, then the Borrower may apply such portion of such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with Section 2.05(h) below) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term B Loans that would have otherwise been required pursuant to Section 2.05(d) shall be reduced accordingly, (ii) if at the time that any prepayment pursuant to Section 2.05(f) would be required (the amount of any such prepayment, the “ECF Prepayment Amount”), the Borrower is required to prepay or offer to prepay or repurchase any Other Applicable Indebtedness with a portion of such ECF Prepayment Amount, then the Borrower may apply such portion of such ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with Section 2.05(h) below) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.05(f) shall be reduced accordingly and (iii) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid as described in preceding clauses (i) and/or (ii), the declined amount (other than any such amount declined by the Lenders pursuant to Section 2.05(j) below) shall promptly (and in any event within one Business Day after the date of such rejection) be applied to prepay the Term Loans in accordance with Section 2.05(h) below. (h) All prepayments of Term Loans made pursuant to clauses (d), (e) and (f) of this Section 2.05 shall be applied ratably to each Tranche of outstanding Term Loans (unless the Lenders under any such Tranche of Term Loans incurred after the Closing Date have elected to be paid on a less than ratable basis). (i) All prepayments of each Tranche of Term Loans shall be applied to the scheduled installments thereof in direct order of maturity (unless a different order of application has been agreed to in respect of any Tranche of Term Loans incurred after the Closing Date). (j) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Sections 2.05(d), (e) and (f) at least three Business Days prior to the date of such prepayment (or such shorter period as may be agreed to by the Administrative Agent in any particular instance). 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 appropriate Lender of the contents of the Borrower’s prepayment notice and of such appropriate Lender’s Applicable Percentage of the prepayment. Each Term Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts (other than to the extent such declined amounts are otherwise required to repay Other Applicable Indebtedness), the “Declined Proceeds”) of Term Loans required to be made pursuant to Sections 2.05(d) and (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Term Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Term Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection 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. Any Declined Proceeds remaining thereafter shall be retained by the Borrower. (k) Notwithstanding any provision under this Section 2.05 to the contrary, (i) any amounts that would otherwise be required to be paid by the Borrower pursuant to Sections 2.05(d) and (f) shall not be required to be so prepaid to the extent of any such Excess Cash Flow that is generated by a Foreign Subsidiary or such Net Cash Proceeds are received by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation), and once such repatriation, unless the provisions of clause (iii) below are applicable, of any such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable re

Prepayments. (a) The Company Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. 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 prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, 50 Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two five Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless unless, after the prepayment in full of the Loans Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company may, upon notice Subject to the Administrative Agentprovisions of Section 2.03(e), at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Issuer shall pay $20,000,000 of the Administrative Agent not later than 12:00 p.m. (noon) (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a outstanding principal amount of US$25,000,000 or a whole multiple the Notes on November 15 of US$5,000,000 in excess thereof; (iii) any prepayment each of Eurocurrency Rate Loans denominated in Alternative Currencies the years 2005 through 2008, inclusive, and shall be in a minimum pay the remaining outstanding principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof orthe Notes together with all accrued but unpaid interest thereon, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid andNotes shall finally mature, if Eurocurrency Rate Loans are to be prepaidon November 15, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages2009. (b) If the Administrative Agent notifies the Company at On any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then date (but in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations any event not more than four times in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(aany fiscal year), the Company Issuer may prepay all or any portion of the Notes, provided that, simultaneously with any such prepayment, the Issuer shall pay accrued but unpaid interest and a prepayment charge with respect to Notes being prepaid equal to the amount (the "Make Whole Amount") not be less than zero that is the excess of: (1) the sum of the Present Values of (i) the aggregate principal amount of the Notes being prepaid (assuming the principal balance of such Notes payable upon maturity and the required to Cash Collateralize the L/C Obligations prepayments pursuant to this Section 2.04(b2.03(a) unless after are paid when due, without regard to the prepayment in full respect of which the Make Whole Amount is being calculated) and (ii) the amount of interest which would have been payable on the principal amount of such Notes (assuming the principal balance of such Notes payable upon maturity, the required prepayments pursuant to Section 2.03(a) and interest payments pursuant to the terms of such Notes are paid when due); over (2) the aggregate principal amount of the Loans Notes being prepaid. security for which a weekly average yield is given, the Total Outstandings exceed Treasury Yield shall be obtained by linear interpolation (calculated to the Aggregate Commitments then in effectnearest one-twelfth of a year) from the most recent weekly average yield of United States Treasury securities for which such yields are given having a maturity as close as possible to the Remaining Life.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105100% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a)2.16, the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that 69635641 additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the portion of the Total Outstandings denominated in Alternative Currencies at such time exceeds an amount equal to 100% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such portion of the Total Outstandings as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that, subject to the provisions of Section 2.16, the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Loans denominated in Alternative Currencies the portion of the Total Outstandings denominated in Alternative Currencies exceeds the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the 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.

Prepayments. (a) The Company Each Borrower may, upon irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency LIBO Rate Loans, BBR Rate Loans, TIBOR Rate Loans or Canadian BA Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency LIBO Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Prime Rate Loans; (ii) any voluntary prepayment of Eurocurrency LIBO Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iii) any voluntary prepayment of Eurocurrency BBR Rate Loans, TIBOR Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Canadian BA Rate Loans shall be in a principal amount of US$5,000,000 $500,000 (or the Alternative Currency Equivalent thereof) or a whole multiple of US$1,000,000 $100,000 (or the Applicable Currency Equivalent thereof) in excess thereof; and (iv) any voluntary prepayment of Prime Rate Loans shall be in a principal amount of $500,000 (or the Applicable Currency Equivalent thereof) or a whole multiple of $100,000 (or the Applicable Currency Equivalent thereof) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency LIBO Rate Loans, BBR Rate Loans, TIBOR Rate Loans are to be prepaidor Canadian BA Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Companya Borrower, the Company applicable Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency LIBO Rate Loan, a BBR Rate Loan, a TIBOR Rate Loan or a Canadian BA Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If Each Borrower may, upon irrevocable notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 11:00 a.m. on the Company date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or the Alternative Currency Equivalent thereof) or CD$100,000, as applicable, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Domestic Outstandings at any time that exceed the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments Domestic Loan Cap as then in effect, thenthe Domestic Borrowers shall immediately prepay Committed Domestic Loans, within two Business Days after receipt of such notice, Swing Line Loans made to the Company shall prepay Loans Domestic Borrowers and Domestic L/C Borrowings and/or Cash Collateralize the Domestic L/C Obligations (other than Domestic L/C Borrowings) in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Domestic Borrowers shall not be required to Cash Collateralize the Domestic L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Domestic Loans the Total Domestic Outstandings exceed the lesser of the Aggregate Domestic Commitments or the Domestic Borrowing Base, each as then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (d) Except as provided in Section 2.01(c), if for any reason the Total Canadian Outstandings at any time exceed the Canadian Loan Cap as then in effect, the Canadian Borrower shall immediately prepay Committed Canadian Loans, Swing Line Loans made to the Canadian Borrower and Canadian L/C Borrowings and/or Cash Collateralize the Canadian L/C Obligations (other than Canadian L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Canadian Borrower shall not be required to Cash Collateralize the Canadian L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Canadian Loans the Total Canadian Outstandings exceed the lesser of the Aggregate Canadian Commitments or the Canadian Borrowing Base, each as then in effect; and further provided that notwithstanding the foregoing, to the extent that the Canadian Borrower is required to prepay loans and cash collateralize Letters of Credit solely as a result of a Currency Recalculation, such payments and cash collateral shall be due and payable two (2) Business Days after the Canadian Borrower receives notice of such Currency Recalculation. (e) Except as provided in Section 2.01(c), if for any reason the Total Australian Outstandings at any time exceed the Australian Loan Cap as then in effect, the Australian Borrower shall immediately prepay Committed Australian Loans, Swing Line Loans made to the Australian Borrower and Australian L/C Borrowings and/or Cash Collateralize the Australian L/C Obligations (other than Australian L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Australian Borrower shall not be required to Cash Collateralize the Australian L/C Obligations pursuant to this Section 2.05(e) unless after the prepayment in full of the Australian Loans the Total Australian Outstandings exceed the lesser of the Aggregate Australian Commitments or the Australian Borrowing Base, each as then in effect; and further provided that notwithstanding the foregoing, to the extent that the Australian Borrower is required to prepay loans and cash collateralize Letters of Credit solely as a result of a Currency Recalculation, such payments and cash collateral shall be due and payable two (2) Business Days after such Borrower receives notice of such Currency Recalculation. (f) Except as provided in Section 2.01(c), if for any reason the Total Japanese Outstandings at any time exceed the Japanese Loan Cap as then in effect, the Japanese Borrower shall immediately prepay Committed Japanese Loans, Swing Line Loans made to the Japanese Borrower and Japanese L/C Borrowings and/or Cash Collateralize the Japanese L/C Obligations (other than Japanese L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Japanese Borrower shall not be required to Cash Collateralize the Japanese L/C Obligations pursuant to this Section 2.05(f) unless after the prepayment in full of the Japanese Loans the Total Japanese Outstandings exceed the lesser of the Aggregate Japanese Commitments or the Japanese Borrowing Base, each as then in effect; and further provided that notwithstanding the foregoing, to the extent that the Japanese Borrower is required to prepay loans and cash collateralize Letters of Credit solely as a result of a Currency Recalculation, such payments and cash collateral shall be due and payable two (2) Business Days after such Borrower receives notice of such Currency Recalculation. (g) The Borrowers shall prepay the Loans in accordance with the provisions of Section 6.14 hereof. (h) The North America Borrowing Base Parties shall prepay the Loans made to each of them in an amount equal to the Net Proceeds received (i) in the case of a Domestic Borrower, by a Loan Party, and (ii) in the case of the Canadian Borrower, by a Canadian Loan Party, in each case, on account of a Prepayment Event in the event that a Cash Dominion Event then exists or would arise therefrom. The Foreign Borrowers (other than the Canadian Loan Parties) shall prepay the Loans in an amount equal to the Net Proceeds received (i) in the case of an Australian Borrower, by an Australian Loan Party, and (ii) in the case of a Japanese Borrower, by a Japanese Loan Party, in each case, on account of a Prepayment Event whether or not a Cash Dominion Event then exists. Nothing in this Section 2.05(h) shall be construed to constitute any Agent’s or any Lender’s consent to any Prepayment Event that is not permitted by other provisions of this Agreement or the other Loan Documents. (i) Prepayments made pursuant to (i) Section 2.05(c), (ii) to the extent representing funds on deposit in the Domestic Concentration Account, Section 2.05(g) and (iii) to the extent the Net Proceeds received by a Domestic Loan Party from a Prepayment Event relating to a Domestic Loan Party, Section 2.05(h), first, shall be applied ratably to the Domestic L/C Borrowings and the Swing Line Loans made to the Domestic Borrowers, second, shall be applied ratably to the outstanding Committed Domestic Loans, and third, the amount remaining, if any, after the prepayment in full of all Domestic L/C Borrowings, Swing Line Loans made to the Domestic Borrowers and Committed Domestic Loans outstanding at such time may be retained by (or shall be returned to) the Domestic Borrowers for use in a manner not prohibited by this Agreement. (j) Prepayments made pursuant to (i) Sections 2.05(d), 2.05(e) or 2.05(f) (ii) to the extent representing funds on deposit in a Foreign Concentration Account, Section 2.05(g) and (iii) to the extent the Net Proceeds received a Foreign Loan Party from a Prepayment Event relating to a Foreign Loan Party, Section 2.05(h), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans made to such Foreign Borrower, second, shall be applied ratably to the outstanding Committed Loans made to such Borrower, and third the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time made to a Foreign Borrower may be retained by (or shall be returned to) such Foreign Borrower for use in a manner not prohibited by this Agreement. (k) In the case of Loans and Letters of Credit denominated in Alternative Currencies, the Administrative Agent shall with the delivery of each Borrowing Base Certificate, and may, at its discretion, at other times, recalculate the aggregate exposure under such Loans and Letters of Credit denominated in Alternative Currencies at any time to account for fluctuations in exchange rates affecting the Alternative Currencies in which any such non-Dollar Loans and Letters of Credit are denominated (a “Currency Recalculation”). Following written notice from the Administrative Agent, the applicable Borrowers shall promptly make payments in accordance with the provisions of Sections 2.05(c), (d), (e) and (f) hereof, to the extent necessary as a result of any such recalculation.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on upon the effectiveness of other financing arrangements Indebtedness or the occurrence of one or more other transactionstransactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company, and subject to Section 2.16, each prepayment of Term Loans and Revolving Credit Loans shall be applied to the Term Loans or Revolving Credit Loans, as applicable, of the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bd) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans or Swing Line Loans in an aggregate amount equal to such excess. (e) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (aA) The Company may, Borrowers (i) may prepay any Floating Rate Borrowing or Swingline Loan at any time without penalty on the same day or (ii) upon at least five Eurocurrency Business Days' notice to the Administrative Agent, subject to Section 2.12, prepay any Eurocurrency Borrowing, in whole at any time time, or from time to time voluntarily prepay Committed Loans in whole or in part without premium in amounts aggregating $10,000,000 or penalty; provided that any larger multiple of $1,000,000 (i) such notice must be in a form reasonably acceptable to or the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans Approximate Equivalent Amounts if denominated in DollarsEURO), (B) four Business Days prior by paying the principal amount to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on be prepaid together with accrued interest thereon to the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsprepayment. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such optional prepayment shall be applied to prepay ratably the Committed Loans of the Lenders several Banks included in accordance with their respective Applicable Percentagessuch Borrowing. (bB) If Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent notifies shall promptly notify each Bank of the Company at contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. (C) The Agent will determine the Dollar Amount of (i) each Eurocurrency Borrowing as of the date two Eurocurrency Business Days prior to the Borrowing Date, or if applicable, date of conversion/continuation of such Borrowing, and (ii) all outstanding Borrowings (including all Swingline Loans) on and as of the last Eurocurrency Business Day of each quarter and on any time that other Eurocurrency Business Day elected by the Total OutstandingsAgent in its discretion or upon instruction by the Required Banks. Each day upon or as of which the Agent determines Dollar Amounts as described in the preceding sentence is herein described as a "Computation Date". If, less Cash Collateralon any Computation Date, at such time exceed an as a result of fluctuations in currency exchange rates the Dollar Amount of (A) the aggregate principal amount equal to 105% of all outstanding Loans exceeds one hundred five percent of the Aggregate Commitments then Commitment, or (B) the aggregate principal amount of all Eurocurrency Loans denominated in effectEURO exceeds $787,500,000, then, within two Business Days after receipt or (C) the aggregate principal amount of such noticeall outstanding Swingline Loans exceeds one hundred five percent of the Swingline Amount, the Company Borrowers shall prepay (x) in the case of an event described in clause (A) above, immediately repay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount at least equal sufficient to eliminate any such excess over and (y) in the Aggregate Commitment; providedcase of an event described in clause (B) or (C) above, however, that, subject to on the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full earlier of the next succeeding date of Borrowing of any Loan or date of conversion or continuation of any Loan, repay the Loans the Total Outstandings exceed the Aggregate Commitments then in effectan aggregate principal amount sufficient to eliminate any such excess.

Prepayments. (a) The Company Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; , (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; , and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$$5,000,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $250,000. 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 prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.03(g)(ii), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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.

Prepayments. (a) The Company Borrowers may, upon notice (which notice may be by telephone and immediately confirmed in writing) from the Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Currencies and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) subject to Section 2.05(e), unless the Borrowing Agent specifies in writing that a prepayment of Revolving Loans shall be applied to the Outstanding Amount of USD Revolving Loans, Multi-Currency Revolving Loans and/or Specified Currency Revolving Loans, any such notice may prepayment of Revolving Loans shall be conditioned applied to the USD Revolving Loans, the Multi-Currency Revolving Loans and the Specified Currency Revolving Loans on a pro rata basis, based upon the effectiveness of other financing arrangements or one or more other transactionsOutstanding Amounts thereof. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Loans to be repaid are Term Loans or Revolving Loans and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) ), if applicable, of such Loans, and 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 Borrowing Agent. 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 upon such Lenders’ Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrowing Agent, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, subject however, in the case of a prepayment in anticipation of a refinancing of all or a portion of a Facility, any 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 Borrowing Agent (by notice to the occurrence of any condition(sAdministrative Agent on or prior to the specified date) specified thereinif such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant Facilities. (b) If The Borrowers may, upon notice from the Borrowing Agent to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% date of the Aggregate Commitments then prepayment, and (ii) any such prepayment shall be in effect, then, within two Business Days after receipt a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such noticeprepayment and 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 Borrowing Agent. If such notice is given by the Borrowing Agent, the Company Borrowers shall prepay Loans and/or Cash Collateralize make such prepayment and the L/C Obligations payment amount specified in an aggregate amount at least equal to such excess over notice shall be due and payable on the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(bdate specified therein. (c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect[Reserved.]

Prepayments. (a) The Company Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. 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 prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to one hundred five percent (105% %) of the Aggregate Commitments then in effect, then, within two five (5) Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.03(g)(ii), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless unless, after the prepayment in full of the Loans Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (105%) of the Alternative Currency Sublimit then in effect, then, within five (5) Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative AgentAgent substantially in the form of Exhibit G hereto (each, a “Notice of Prepayment”) at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. (noon) (A) three two (2) Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in DollarsDollars or CDOR Rate Loans, (B) four (4) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or CDOR Rate Loans shall be in a minimum principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof (or in each case, the Dollar equivalent thereof); (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on upon the effectiveness of other financing arrangements Indebtedness or the occurrence of one or more other transactionstransactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans or CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan or a CDOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall promptly (and in any event within two (2) Business Days) prepay Loans in an aggregate amount equal to such excess, with each such repayment applied first to the principal amount of outstanding Committed Loans, and second to the principal amount of outstanding Bid Loans, in the inverse order of maturity of any such Bid Loans. (d) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments then in effecteffect (including, without limitation, as a result of fluctuations in currency exchange rates), then, within two (2) Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions an amount not to exceed 100% of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect, with each such repayment applied first to the principal amount of outstanding Committed Loans, and second to the principal amount of outstanding Bid Loans, in the inverse order of maturity of any such Bid Loans.

Prepayments. (a) The Company Each Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Credit Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12: noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral (but only to the extent that, at such time, the Total Outstandings exceed the Aggregate Commitments), request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penaltypenalty (except as set forth in the second proviso to this sentence or as otherwise agreed with any Lenders in respect of any increase in the Facilities pursuant to Section 2.14); provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans denominated in Dollars, and (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that, in the event that on or prior to the first anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B Lender, (I) in the case of clause (x), a prepayment premium in an amount equal to 1.00% of the principal amount so prepaid and (vII) any in the case of clause (y), a payment equal to 1.00% of the aggregate amount of the Term B Loans outstanding immediately prior to such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamendment that have been repriced. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid prepaid, whether the Committed Loans to be repaid are Revolving Credit Loans or Term B Loans and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in respect of the applicable Facility in accordance with their respective Applicable Percentages. (b) If The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the Company date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time that exceed the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate aggregate Revolving Credit Commitments then in effect. (d) Within ten (10) Business Days after the receipt by the Parent or any of its Restricted Subsidiaries of Net Cash Proceeds of any Disposition (other than Dispositions expressly permitted under Section 8.05(a)-(d)) or from any Extraordinary Loss from and after the Closing Date, the Borrower shall repay Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below); provided, that if the Borrower shall certify at the time of such receipt that it, the Parent or any of their Restricted Subsidiaries intends to (i) Reinvest such Net Cash Proceeds within twelve (12) months of such receipt or (ii) enter into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve (12) months following receipt of such Net Cash Proceeds, no later than six (6) months after the end of such twelve (12) month period, the Borrower or such Restricted Subsidiary may use such Net Cash Proceeds for such purposes; provided further, that to the extent the Borrower or such Restricted Subsidiary shall not have (i) Reinvested 100% of such Net Cash Proceeds by not later than twelve (12) months after the receipt thereof or (ii) entered into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve (12) months and Reinvested such Net Cash Proceeds no later than six (6) months after the end of such twelve (12) month period, the Borrower shall use any such remaining Net Cash Proceeds to repay Loans on such date; and provided, further, that the Borrower shall not be required to repay Loans pursuant to this clause (d) unless and until the aggregate amount of Net Cash Proceeds the Borrower is required to use to prepay Loans pursuant to this clause (d) is equal to or greater than $15,000,000 (and at such time, the Borrower shall prepay the Loans using all such Net Cash Proceeds). (e) Within five (5) Business Days after the receipt by the Parent or any of its Restricted Subsidiaries of Net Cash Proceeds from the incurrence, issuance or sale by the Parent or any Restricted Subsidiary of Indebtedness (other than Indebtedness expressly permitted by Section 8.03), the Borrower shall repay Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below) (f) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), beginning with the fiscal year ending December 31, 2015, the Borrower shall prepay an aggregate principal amount of Loans equal to (i) 75% of Excess Cash Flow for the fiscal year covered by such financial statements (such prepayments to be applied as set forth in clause (h) below) minus (ii) the aggregate amount of voluntary prepayments of Term B Loans made during such fiscal year pursuant to Section 2.05(a); provided that such percentage shall be reduced to 50% if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 3.00:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(f) shall be required if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 2.00:1.00. (g) [Reserved]. (h) All prepayments of Loans made pursuant to clauses (d), (e) or (f) of this Section 2.05 shall be applied first, ratably to the Term B Loans and to any incremental term loan tranche (other than any Junior Term Tranche), second, once the Term B Loans and any incremental term loan tranche (other than any Junior Term Tranche) have been repaid in full, ratably to repay the Revolving Credit Loans and reduce the Revolving Credit Facility and third, once the Term B Loans, any incremental term loan tranche (other than any Junior Term Tranche) and the Revolving Credit Loans have been repaid in full and the Revolving Credit Commitments have been terminated, ratably to any Junior Term Tranches. (i) All prepayments of Term B Loans shall be applied to the scheduled installments of Term B Loans ratably in accordance with the maturity thereof. (j) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term B Loans required to be made pursuant to Sections 2.05(d)-(f) 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 appropriate Lender of the contents of the Borrower’s prepayment notice and of such appropriate Lender’s Applicable Percentage of the prepayment. Each Term B Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term B Loans required to be made pursuant to Sections 2.05(d)-(f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term B Loans to be rejected by such Lender. If a Term B Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term B Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term B Loans. Any Declined Proceeds remaining thereafter shall be retained by the Borrower.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $500,000.00 or a whole multiple of US$5,000,000 $100,000.00 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $500,000.00 or a whole multiple of US$5,000,000 $100,000.00 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000.00 or a whole multiple of US$1,000,000 $100,000.00 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two three Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(b) unless after the prepayment in full of the Committed Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (c) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within three Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in US Dollars shall will be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall will be in a minimum principal amount of US$25,000,000 the US Dollar Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall will be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall will specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a Table of Contents conditional notice of termination of the Aggregate 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall will be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall will be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment will be in a minimum principal amount of $100,000. Each such notice will specify the date and amount of such prepayment. If such notice is given by the Company, the Company will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall will prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions an amount not to exceed 100% of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company will prepay Loans issued in an Alternative Currency, or any combination thereof, in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; , (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; , and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$$5,000,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $250,000. 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 prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a)2.15, the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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.

Prepayments. (a) The Company Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) (A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 1:00 p.m. four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 11:00 a.m. on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount of Loans and L/C Obligations denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after the prepayment in full of the Loans, the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies exceeds the Alternative Currency Sublimit then in effect. (e) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall either (i) cancel and return Letters of Credit or (ii) Cash Collateralize the L/C Obligations, together in an aggregate amount sufficient to reduce such Outstanding Amount of all L/C Obligations as of such date to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect.

Prepayments. (a) The Company Borrowers may, upon notice (which notice may be by telephone and immediately confirmed in writing) from the Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Alternative Currency Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Term SOFR Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Alternative Currency Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 the Dollar Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the Dollar Equivalent of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) subject to Section 2.05(e), unless the Borrowing Agent specifies in writing that a prepayment of Revolving Loans shall be applied to the Outstanding Amount of USD Revolving Loans, Multi-Currency Revolving Loans and/or Specified Currency Revolving Loans, any such notice may prepayment of Revolving Loans shall be conditioned applied to the USD Revolving Loans, the Multi-Currency Revolving Loans and the Specified Currency Revolving Loans on a pro rata basis, based upon the effectiveness of other financing arrangements or one or more other transactionsOutstanding Amounts thereof. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Loans to be repaid are Term Loans or Revolving Loans and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) ), if applicable, of such Loans, and 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 Borrowing Agent. 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 upon such Lenders’ Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the CompanyBorrowing Agent, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, subject however, in the case of a prepayment in anticipation of a refinancing of all or a portion of a Facility, any 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 Borrowing Agent (by notice to the occurrence of any condition(sAdministrative Agent on or prior to the specified date) specified thereinif such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant Facilities. (b) If The Borrowers may, upon notice from the Borrowing Agent to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% date of the Aggregate Commitments then prepayment, and (ii) any such prepayment shall be in effect, then, within two Business Days after receipt a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such noticeprepayment and 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 Borrowing Agent. If such notice is given by the Borrowing Agent, the Company Borrowers shall prepay Loans and/or Cash Collateralize make such prepayment and the L/C Obligations payment amount specified in an aggregate amount at least equal to such excess over notice shall be due and payable on the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(bdate specified therein. (c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect[Reserved.]

Prepayments. (a) The Company A Borrower may, upon notice delivery of a Notice of Loan Prepayment, to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) , (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent, if such Administrative Agent is not the same entity as the Swing Line Lender), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a)2.15, the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral, in reasonable amount, be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars shall will be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies shall will be in a minimum principal amount of US$25,000,000 the US Dollar Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall will be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall will specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed 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 Aggregate 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein, subject to the occurrence revocation in connection with a conditional notice of any condition(s) specified thereintermination as described above. Any prepayment of a Eurocurrency Rate Committed Loan shall will be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall will be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment will be in a minimum principal amount of $100,000. Each such notice will specify the date and amount of such prepayment. If such notice is given by the Company, the Company will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein, subject to revocation in connection with a conditional notice of termination as described in clause (a) above. (d) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall will prepay Loans and/or the Company will Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.17(a)(ii), the Company shall will not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.06(d) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans and all Letters of Credit denominated in an Alternative Currency, a Discretionary Alternative Currency or a currency (other than US Dollars or an Alternative Currency) described in Section 2.04(a)(iii)(D), as applicable, at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company will prepay Loans in an Alternative Currency, a Discretionary Alternative Currency or such other currency, as applicable, Cash Collateralize Letters of Credit issued in an Alternative Currency, or any combination thereof, in an aggregate amount sufficient to reduce or Cash Collateralize such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay its Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on one Business Day prior to the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 the applicable Alternative Currency Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the applicable Alternative Currency Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company The applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company or the Foreign Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing 52 Line Lender and the Administrative Agent not later than (A) in the case of Domestic Swing Line Loans, 12:00 noon on the date of the prepayment and (B) in the case of Foreign Swing Line Loans, 10:00 a.m. (London time) on the date that is one Business Day prior to the date of such prepayment and (ii) any such prepayment shall be in a minimum principal amount of (A) $100,000, or a whole multiple of $50,000 in excess thereof, in the case of Domestic Swing Line Loans and (B) the applicable Alternative Currency Equivalent of $500,000, in the case of Foreign Swing Line Loans. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company and the Foreign Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans (provided that the Foreign Borrower shall repay only those Loans that are attributable to it) and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment or Cash Collateralization to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral (but only to the extent that, at such time, the Total Outstandings exceed the Aggregate Commitments), request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Domestic Swing Line Loans that are not Cash Collateralized by the Company at such time exceeds an amount equal to the Domestic Swing Line Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay the Domestic Swing Line Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Domestic Swing Line Sublimit. (e) If the Administrative Agent notifies the Foreign Borrower at any time that the Outstanding Amount of all Foreign Swing Line Loans that are not Cash Collateralized by the Foreign Borrower at such time exceeds an amount equal to the Foreign Swing Line Sublimit then in effect, then, within two Business Days after receipt of such notice, the Foreign Borrower shall prepay the Foreign Swing Line Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Foreign Swing Line Sublimit (f) If the Administrative Agent notifies the Foreign Borrower at any time that the Outstanding Amount of all Loans made to the Foreign Borrower at such time exceeds an amount equal to the Foreign Borrower Sublimit then in effect, then, within two Business Days after receipt of such notice, the Foreign Borrower shall prepay Loans made to them in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed 100% of the Maximum Foreign Borrower Sublimit.

Prepayments. (a) The Company Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Revolving Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105102% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.03(g)(ii), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty, subject to Section 2.04(i) below; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. (noon) (A) three two Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsTerm SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in any Alternative CurrenciesCurrency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Term SOFR Loans denominated in Dollars or Alternative Currency Loans shall be in a principal amount of US$25,000,000 the Dollar Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.18. Subject to Section 2.162.21, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If In the event and on each occasion that (i) other than as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit in accordance with [[64957038000343]] Section 1. 09, (A) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent notifies in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (B) the Foreign Borrower Exposure exceeds $200,000,000, the Borrowers shall prepay Revolving Credit Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $200,000,000 or (ii) as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit pursuant to Section 1.09, (x) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (y) the Foreign Borrower Exposure exceeds $210,000,000, the Borrowers shall prepay Revolving Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $210,000,000. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company at or any time Restricted Subsidiary in respect of any Prepayment Event that occurs on or after the Total OutstandingsClosing Date, less Cash Collateralthe Company shall, at on the day such time exceed Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within five Business Days after such Net Proceeds are received), prepay Term Borrowings in an amount equal to 105% such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the Aggregate Commitments then definition of the term “Prepayment Event”, if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Company to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in effect, then, such certificate) to be applied within two Business Days one year after receipt of such noticeNet Proceeds to acquire, repair or restore assets to be used or useful in the business of the Company or the Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, of any Restricted Subsidiaries), or to consummate any Permitted Acquisition of Persons that will become, or assets that will be held by, Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, that will become Restricted Subsidiaries or be held by any Restricted Subsidiaries) permitted hereunder (but not of other Persons), 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 Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such one-year period (or within a period of 180 days thereafter if by the end of such initial one-year period the Company or one or more Domestic Subsidiaries (or, to the extent permitted above, Foreign Subsidiaries) shall have entered into an agreement with a third party to acquire, repair or restore such assets, or to consummate such Permitted Acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. (d) In the event and on each occasion that, as a result of the receipt of any cash proceeds by the Company or any Restricted Subsidiary in connection with any Disposition [[64957038000343]] of any asset or any other event that occurs on or after the Closing Date, the Company or any other Loan Party would be required by the terms of any Indebtedness that is Subordinated Indebtedness with respect to the Loan Document Obligations (or any Refinancing Indebtedness in respect thereof) to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any such Subordinated Indebtedness (or such Refinancing Indebtedness) or any other Subordinated Indebtedness, then, prior to the time at which it would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Company shall, if and to the extent it would reduce, eliminate or satisfy any such requirement, (i) prepay Term Borrowings or (ii) use such cash proceeds to acquire assets in one or more transactions permitted hereby. (e) Following the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2025, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations Term Borrowings in an aggregate amount at least equal to the Specified ECF Percentage of Excess Cash Flow for such excess over fiscal year; provided that such amount shall be reduced by the Aggregate Commitment; provided, however, that, subject aggregate amount of voluntary prepayments of Term Borrowings and Revolving Credit Borrowings (but only to the provisions extent accompanied by a permanent reductions of the corresponding Commitment) made pursuant to this Section 2.15(a)2.04 during such fiscal year and after the end of such fiscal year but prior to the date on which the prepayment pursuant to this paragraph (e) for such fiscal year is required to have been made, excluding any such prepayments to the extent financed from Excluded Sources. Each prepayment pursuant to this paragraph shall be made no later than the date that is five Business Days following the date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being. (f) Prior to any optional or mandatory prepayment of Borrowings under this Section, the applicable Borrower, or the Borrower Agent on its behalf, shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (g) of this Section 2.04. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class are outstanding, the Company shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Borrowings pro rata (including Term A-1 Loans, Term A-2 Loans, Term B Loans, Incremental Term Loans and Refinancing Term Loans) based on the aggregate principal amounts of outstanding Borrowings of each such Class. (g) The applicable Borrower, or the Borrower Agent on its behalf, shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder not later than the time that a Loan Notice would be required under Section 2.02 if such Borrower were requesting a Revolving Borrowing of the Type of Borrowing being prepaid; provided that if a Borrower delivers a Loan Notice in respect of the conversion or continuation of any Borrowing, such Borrowing shall not be prepaid until the Interest Period applicable to such Borrowing at the time such Loan Notice is delivered has expired. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional prepayment is given in [[64957038000343]] connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section 2.04 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a 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 2.08 together with any additional amounts required pursuant to Section 2.18. (h) Notwithstanding the foregoing, the Company shall not be required to Cash Collateralize prepay any Term Borrowings with any Foreign Source Prepayment to the L/C Obligations extent the repatriation to the Company of such Foreign Source Prepayment (i) would result in a material tax liability to the Company or any of its Restricted Subsidiaries, (ii) is prohibited or restricted by any applicable Requirement of Law or (iii) would conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such Foreign Source Prepayment shall not be required to prepay any Term Borrowings pursuant to this Section 2.04(b2.10(b); provided that, if such repatriation would no longer result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such an amount equal to such Foreign Source Prepayment shall be promptly repatriated to the Company and such proceeds shall thereafter be applied to the repayment of Term Borrowings pursuant to Section 2.04(c); and provided, further, that in the case of any Prepayment Event in respect of which the Net Proceeds are less than $20,000,000, no prepayment shall be required to be made in respect of any Net Proceeds as to which such repatriation would continue to result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties on the date 365 days following such Prepayment Event. (i) unless In the event that, on or prior to the date that is six months after the First Amendment2025 Refinancing Facility Effective Date, the Company (x) prepays, repays, refinances, substitutes or replaces any Term B Loans in connection with a Repricing Transaction (including any prepayment in full made as a result of clause (c) of the definition of Prepayment Event that constitutes a Repricing Transaction), or (y) effects any amendment, waiver or other modification of, or consent under, this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (A) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid, repaid, refinanced, substituted or replaced and (B) in the Total Outstandings exceed case of clause (y), a fee equal to 1.00% of the Aggregate Commitments then aggregate principal amount of the Term B Loans outstanding immediately prior to such amendment, waiver, modification or consent that are the [[64957038000343]] subject of such Repricing Transaction. If, on or prior to the date that is six months after the First Amendment2025 Refinancing Facility Effective Date, all or any portion of the Term B Loans held by any Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.15 as a result of, or in effectconnection with, such Lender not consenting with respect to any amendment, waiver, modification or consent referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

Prepayments. (a) The Company Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in the Alternative CurrenciesCurrency, and (C) on the date of prepayment of Base Rate Committed Loans and Cost of Funds Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in the Alternative Currencies Currency shall be in a minimum principal amount of US$25,000,000 500,000 Canadian Dollars or a whole multiple of US$5,000,000 100,000 Canadian Dollars in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or Cost of Funds Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of the WC Loans, WC Interim Loans, the Revolver Loans or some combination thereof and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans, provided, notwithstanding the foregoing, any prepayment being made other than with respect to the Revolver Loans (other than a prepayment in full of the WC Interim Loans and a termination of the Aggregate WC Interim Commitment) shall be applied ratably to the WC Loans and WC Interim Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepayment (including, in the event such prepayment is a Loan denominated in the Alternative Currency, such Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Outstandings at any time exceed the Aggregate WC Commitments then in effect, the Borrowers shall immediately prepay WC Loans and/or Cash Collateralize the L/C Obligations with respect to WC Letters of Credit in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations with respect to WC Letters of Credit pursuant to this Section 2.04 unless after the prepayment in full of the WC Loans and Swing Line Loans the Aggregate WC Outstandings exceed the Aggregate WC Commitments then in effect; (ii) the Total WC Interim Outstandings at any time exceed the Aggregate WC Interim Commitments then in effect, the Borrowers shall immediately prepay WC Interim Loans and/or Cash Collateralize the L/C Obligations with respect to WC Interim Letters of Credit in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations with respect to WC Interim Letters of Credit pursuant to this Section 2.04 unless after the prepayment in full of the WC Interim Loans the Aggregate WC Interim Outstandings exceed the Aggregate WC Interim Commitments then in effect, (iii) the sum of the Total WC Outstandings plus the Total WC Interim Outstandings, other than the maximum drawing amount of all issued and outstanding Products under Contract LCs, exceed the Borrowing Base at such time, the Borrowers shall immediately prepay WC Loans, WC Interim Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, and (iv) the Total Revolver Outstandings at any time exceed the Aggregate Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess. (c) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Company Borrowers at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in the Alternative Currency at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (ai) The Company Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans and/or Revolving Credit Loans in whole or in part without premium or penalty; provided that provided, that, (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (noon) (A1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C3) on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iiiC) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (ivD) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each affected Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Companya Borrower, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each such prepayment of Term Loans pursuant to this Section 2.05(a) shall, subject to Section 2.162.19, be applied to the Term Loans on a pro rata basis and to the principal repayment installments thereof on a pro rata basis, and each such prepayment shall be applied paid to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities. (bii) If Notwithstanding anything in any Loan Document to the contrary, so long as (w) no Default or Event of Default has occurred and is continuing, (x) the Company shall deliver to the Administrative Agent notifies a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the proposed prepayment described below and (2) each of the conditions set forth in this Section has been satisfied, (y) none of the Borrowers or any other Loan Party has any material non-public information with respect to the Company and its Subsidiaries (including Unrestricted Subsidiaries to the extent such Unrestricted Subsidiaries would constitute Subsidiaries but for being excluded from the definition of “Subsidiary”) or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (z) no proceeds of Revolving Credit Loans or Swing Line Loans are used for this purpose, the Company may prepay any portion of the outstanding Term Loans (and immediately and permanently cancel them) on the following basis: (A) The Company shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to Discount Range Prepayment Offers or Solicited Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(ii); provided, that, the Company shall not initiate any action under this Section 2.05(a)(ii) in order to make a Discounted Loan Prepayment of Loans in any tranche of Term Loans unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment of any Term Loan in such tranche as a result of a prepayment made by the Company on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Company was notified that no Lender was willing to accept any prepayment of any Term Loan in such tranche pursuant to a Discount Range Prepayment Notice or in the case of Solicited Discounted Prepayment Offers, the date of the Company’s election not to accept any Solicited Discounted Prepayment Offers relating to a Solicited Discount Prepayment Notice. (1) Subject to the proviso to clause (A) above, the Company may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided, that, (I) any such solicitation shall be extended, at the sole discretion of the Company, to (x) each Term Lender and/or (y) each Term Lender with respect to any Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant 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 Loans with respect to each relevant tranche of Term Loans willing to be prepaid by the Company (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 event, each such offer will be treated as separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each applicable 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 Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the 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 applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Term 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 Loan Prepayment of any of its Term Loans at any time that discount to their par value within the Total Outstandings, less Cash Collateral, 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 Company 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 time exceed Applicable Discount in accordance with this clause (B). The Company 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 Loan Prepayment in an aggregate principal amount equal to 105% the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term 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 clause (3)) at the Applicable Discount (each such Lender, a “Participating Lender”). (3) If there is at least one Participating Lender, the Company will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the Aggregate Commitments tranches specified in such Term 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 or equal to the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant 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 such Identified Participating Lender and the Auction Agent (in consultation with the Company 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 Company 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 Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Term 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 Company and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company shall be due and payable by the Company on the Discounted Prepayment Effective Date in accordance with clause (E) below (subject to clause (I) below). (1) Subject to the proviso to clause (A) above, the Company may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided, that, (I) any such solicitation shall be extended, at the sole discretion of the Company, to (x) each Term Lender and/or (y) each Term Lender with respect to Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of Term Loans the Company is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Company shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate 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 Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time on the third Business Day after the date of delivery of such notice to such Term Lenders (the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered Discount”) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loans and the maximum aggregate principal amount and tranches of such Term Loans (the “Offered Amount”) such Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount. (2) The Auction Agent shall promptly provide the Company with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. The Company shall review all such Solicited Discounted Prepayment Offers and select the smallest of the Offered Discounts specified by the relevant responding Term Lenders in effectthe Solicited Discounted Prepayment Offers that is acceptable to the Company (the “Acceptable Discount”), thenif any. If the Company elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Company from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause (2) (the “Acceptance Date”), the Company shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the Company by the Acceptance Date, the Company shall be deemed to have rejected all Solicited Discounted Prepayment Offers. (3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, within two three (3) Business Days after receipt of such notice, an Acceptance and Prepayment Notice (the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a“Discounted Prepayment Determination Date”), the Auction Agent will determine (in consultation with the Company and subject to rounding requirements of the Auction Agent made in its reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the Company at the Acceptable Discount in accordance with this Section 2.05(a)(ii)(C). If the Company elects to accept any Acceptable Discount, then the Company agrees to accept all Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall not be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required prorate reduction pursuant to Cash Collateralize the L/C Obligations following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Company will prepay outstanding Term Loans pursuant to this Section 2.04(bclause (C) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.to each Qualifying Lende

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Individual Currency Loans made to such Borrower in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars(x) Dollars or (y) an Alternative Currency other than a Special Notice Currency, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Special Notice Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Core Currency Applicable Percentage (in the case of Committed Loans) or ratable share (in the case of Individual Currency Loans) of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a full or partial refinancing of the Commitments, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the date of such prepayment) if such condition is not satisfied; provided that the applicable Borrower shall pay any amounts required pursuant to Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, NYDOCS02/1167307 51 each such prepayment of Committed Loans shall be applied to the Committed Loans of the Lenders in accordance with their respective Core Currency Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bc) If the Administrative Agent notifies the Company at any time that (i) solely as a result of fluctuations in currency exchange rates, the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effecteffect or that the aggregate Revolving Credit Exposure exceeds an amount equal to 105% of the Aggregate Commitments or (ii) other than as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed the Aggregate Commitments then in effect or that the aggregate Revolving Credit Exposures exceed the Aggregate Commitments, then, in either case, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that (i) solely as a result of fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in Non-Core Currency at such time exceed an amount equal to 105% of the aggregate Individual Currency Commitments with respect to such currency then in effect or (ii) other than as a result of fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in any Non-Core Currency at such time exceeds the aggregate Individual Currency Commitments with respect to such currency then in effect, then, in either case, within four Business Days after receipt of such notice, the Borrowers shall prepay Loans in such currency in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such aggregate Individual Currency Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay its Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on one Business Day prior to the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 the applicable Alternative Currency Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the applicable Alternative Currency Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company The applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company or the Foreign Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than (A) in the case of Domestic Swing Line Loans, 12:00 noon on the date of the prepayment and (B) in the case of Foreign Swing Line Loans, 10:00 a.m. (London time) on the date that is one Business Day prior to the date of such prepayment and (ii) any such prepayment shall be in a minimum principal amount of (A) $100,000, or a whole multiple of $50,000 in excess thereof, in the case of Domestic Swing Line Loans and (B) the applicable Alternative Currency Equivalent of $500,000, in the case of Foreign Swing Line Loans. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company and the Foreign Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans (provided that the Foreign Borrower shall repay only those Loans that are attributable to it) and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment or Cash Collateralization to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral (but only to the extent that, at such time, the Total Outstandings exceed the Aggregate Commitments), request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Domestic Swing Line Loans that are not Cash Collateralized by the Company at such time exceeds an amount equal to the Domestic Swing Line Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay the Domestic Swing Line Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Domestic Swing Line Sublimit. (e) If the Administrative Agent notifies the Foreign Borrower at any time that the Outstanding Amount of all Foreign Swing Line Loans that are not Cash Collateralized by the Foreign Borrower at such time exceeds an amount equal to the Foreign Swing Line Sublimit then in effect, then, within two Business Days after receipt of such notice, the Foreign Borrower shall prepay the Foreign Swing Line Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Foreign Swing Line Sublimit (f) If the Administrative Agent notifies the Foreign Borrower at any time that the Outstanding Amount of all Loans made to the Foreign Borrower at such time exceeds an amount equal to the Foreign Borrower Sublimit then in effect, then, within two Business Days after receipt of such notice, the Foreign Borrower shall prepay Loans made to them in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed 100% of the Maximum Foreign Borrower Sublimit.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and be signed by a Responsible Officer, and received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsLoans, (B) four three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Alternative Currency Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Alternative Currency Loans (other than Alternative Currency Daily Rate Loans denominated in Alternative Currencies Loans) shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid prepaid, and the applicable Tranche, and, if Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Tranche 1 Lender of its receipt of each such noticenotice in respect of any Tranche 1 Loans, and of the amount of such Tranche 1 Lender’s Applicable Tranche 1 Percentage of such prepayment and will promptly notify each Tranche 2 Lender of its receipt of each such notice in respect of any Tranche 2 Loans, and of the amount of such Tranche 2 Lender’s Applicable Tranche 2 Percentage of such prepayment. If Following such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a any Eurocurrency Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment of Tranche 1 Loans shall be applied to the Committed Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Applicable Percentages. (b) If Tranche 1 Percentages and each such prepayment of Tranche 2 Loans shall be applied to the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% Tranche 2 Loans of the Aggregate Commitments then Tranche 2 Lenders in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.accordance with their respective Applicable Tranche 2

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative CurrenciesCurrencies , and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the difference of the Aggregate Commitments less the Alternative Currency Reserve then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed difference of the Aggregate Commitments less the Alternative Currency Reserve then in effect. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the difference of the Alternative Currency Sublimit less the Alternative Currency Reserve then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the difference of the Alternative Currency Sublimit less the Alternative Currency Reserve then in effect.

Prepayments. (a) The Company may, No Borrower shall have the right to prepay the principal amount of any Loan other than as provided in this Section 2.7. (b) Each Borrower may (i) upon at least three Business Days' prior notice to the Administrative Agent, at any time in the case of Eurodollar Rate Loans and (ii) on or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such after the date of written notice must be in a form reasonably acceptable to the Administrative Agent and be received by Agent, in the Administrative Agent not later than 12:00 p.m. (noon) (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment case of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated , stating in Dollars shall be in a such notice the proposed date and aggregate principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum the prepayment, prepay the outstanding principal amount of US$25,000,000 the Swing Loans or a Revolving Credit Loans, as the case may be, in whole multiple or ratably in part, together with accrued interest to the date of US$5,000,000 in excess thereofsuch prepayment on the principal amount prepaid; (iv) any provided, however, that each partial prepayment of Base Rate Revolving Credit Loans shall be in a an aggregate principal amount not less than $1,000,000 or integral multiples of $1,000,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of US$5,000,000 the Swing Loans or a whole multiple of US$1,000,000 in excess thereof orRevolving Credit Loans, in each caseas the case may be, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans specified to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor such prepayment. (c) The Company shall, subject within five Business Days of the end of each calendar month (or more frequently as the Company may desire) while any Multicurrency Loans are outstanding, notify the Administrative Agent in writing of the principal amount, Multicurrency Lender, Borrower, currency and maturities of all Multicurrency Loans then outstanding and shall immediately prepay an aggregate principal amount of the Multicurrency Loans then outstanding equal to the occurrence amount, if any, by which the Dollar Equivalent of any condition(s) specified thereinall Multicurrency Loans then outstanding exceeds $250,000,000. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to towards the Committed Multicurrency Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, manner as the Company shall prepay direct. The aggregate principal amount of Multicurrency Loans and/or Cash Collateralize shall be determined based on the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full Dollar Equivalent of the outstanding Multicurrency Loans in the Total Outstandings exceed relevant Alternative Currency at 11:00 a.m. (New York time) on the Aggregate Commitments then in effectdate of any such prepayment.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$$5,000,000 or a whole multiple of US$$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effecteffect in an amount equal to or in excess of $2,000,000, then, within two three Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.04(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.06(d) unless after the prepayment in full of the Committed Loans and Swing Line Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect in an amount equal to or in excess of $2,000,000, then, within three Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty, subject to Section 2.04(i) below; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. (noon) (A) three two Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsTerm SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in any Alternative CurrenciesCurrency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Term SOFR Loans denominated in Dollars or Alternative Currency Loans shall be in a principal amount of US$25,000,000 the Dollar Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.18. Subject to Section 2.162.21, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If In the event and on each occasion that (i) other than as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit in accordance with Section 1.09, (A) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent notifies in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (B) the Foreign Borrower Exposure exceeds $200,000,000, the Borrowers shall prepay Revolving Credit Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $200,000,000 or (ii) as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit pursuant to Section 1.09, (x) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (y) the Foreign Borrower Exposure exceeds $210,000,000, the Borrowers shall prepay Revolving Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $210,000,000. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company at or any time Restricted Subsidiary in respect of any Prepayment Event that occurs on or after the Total OutstandingsClosing Date, less Cash Collateralthe Company shall, at on the day such time exceed Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within five Business Days after such Net Proceeds are received), prepay Term Borrowings in an amount equal to 105% such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the Aggregate Commitments then definition of the term “Prepayment Event”, if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Company to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in effect, then, such certificate) to be applied within two Business Days one year after receipt of such noticeNet Proceeds to acquire, repair or restore assets to be used or useful in the business of the Company or the Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, of any Restricted Subsidiaries), or to consummate any Permitted Acquisition of Persons that will become, or assets that will be held by, Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, that will become Restricted Subsidiaries or be held by any Restricted Subsidiaries) permitted hereunder (but not of other Persons), 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 Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such one-year period (or within a period of 180 days thereafter if by the end of such initial one-year period the Company or one or more Domestic Subsidiaries (or, to the extent permitted above, Foreign Subsidiaries) shall have entered into an agreement with a third party to acquire, repair or restore such assets, or to consummate such Permitted Acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. (d) In the event and on each occasion that, as a result of the receipt of any cash proceeds by the Company or any Restricted Subsidiary in connection with any Disposition of any asset or any other event that occurs on or after the Closing Date, the Company or any other Loan Party would be required by the terms of any Indebtedness that is Subordinated Indebtedness with respect to the Loan Document Obligations (or any Refinancing Indebtedness in respect thereof) to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any such Subordinated Indebtedness (or such Refinancing Indebtedness) or any other Subordinated Indebtedness, then, prior to the time at which it would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Company shall, if and to the extent it would reduce, eliminate or satisfy any such requirement, (i) prepay Term Borrowings or (ii) use such cash proceeds to acquire assets in one or more transactions permitted hereby. (e) Following the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2024, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations Term Borrowings in an aggregate amount at least equal to the Specified ECF Percentage of Excess Cash Flow for such excess over fiscal year; provided that such amount shall be reduced by the Aggregate Commitment; provided, however, that, subject aggregate amount of voluntary prepayments of Term Borrowings and Revolving Credit Borrowings (but only to the provisions extent accompanied by a permanent reductions of the corresponding Commitment) made pursuant to this Section 2.15(a)2.04 during such fiscal year and after the end of such fiscal year but prior to the date on which the prepayment pursuant to this paragraph (e) for such fiscal year is required to have been made, excluding any such prepayments to the extent financed from Excluded Sources. Each prepayment pursuant to this paragraph shall be made no later than the date that is five Business Days following the date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being. (f) Prior to any optional or mandatory prepayment of Borrowings under this Section, the applicable Borrower, or the Borrower Agent on its behalf, shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (g) of this Section 2.04. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class are outstanding, the Company shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Borrowings pro rata (including Term A Loans, Term B Loans, Incremental Term Loans and Refinancing Term Loans) based on the aggregate principal amounts of outstanding Borrowings of each such Class. (g) The applicable Borrower, or the Borrower Agent on its behalf, shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder not later than the time that a Loan Notice would be required under Section 2.02 if such Borrower were requesting a Revolving Borrowing of the Type of Borrowing being prepaid; provided that if a Borrower delivers a Loan Notice in respect of the conversion or continuation of any Borrowing, such Borrowing shall not be prepaid until the Interest Period applicable to such Borrowing at the time such Loan Notice is delivered has expired. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section 2.04 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a 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 2.08 together with any additional amounts required pursuant to Section 2.18. (h) Notwithstanding the foregoing, the Company shall not be required to Cash Collateralize prepay any Term Borrowings with any Foreign Source Prepayment to the L/C Obligations extent the repatriation to the Company of such Foreign Source Prepayment (i) would result in a material tax liability to the Company or any of its Restricted Subsidiaries, (ii) is prohibited or restricted by any applicable Requirement of Law or (iii) would conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such Foreign Source Prepayment shall not be required to prepay any Term Borrowings pursuant to this Section 2.04(b2.10(b); provided that, if such repatriation would no longer result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such an amount equal to such Foreign Source Prepayment shall be promptly repatriated to the Company and such proceeds shall thereafter be applied to the repayment of Term Borrowings pursuant to Section 2.04(c); and provided, further, that in the case of any Prepayment Event in respect of which the Net Proceeds are less than $20,000,000, no prepayment shall be required to be made in respect of any Net Proceeds as to which such repatriation would continue to result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties on the date 365 days following such Prepayment Event. (i) unless after In the prepayment in full event that all or any portion of the Term B Loans is repaid or prepaid (including as a result of any mandatory prepayments, voluntary prepayments, payments following acceleration of the Loans or any Event of Default) prior to the Total Outstandings exceed dates specified below, such repayments or prepayments will be made (A) together with a premium equal to the Aggregate Commitments then Applicable Make-Whole Amount as of the date of such repayment or prepayment, if such repayment or prepayment occurs on or after the Closing Date and on or prior to the first anniversary of the Closing Date, (B) at 101% of the principal amount so repaid or prepaid, if such repayment or prepayment occurs after the first anniversary of the Closing Date but on or prior to second anniversary of the Closing Date and (C) 100% of the principal amount repaid or prepaid, if such repayment or prepayment occurs at any time after the second anniversary of the Closing Date (the foregoing premiums (including the Applicable Make-Whole Amount), the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to any repayments or prepayments made pursuant to Section 2.04(c), Section 2.04(e) or Section 2.07(a). If the term B Loans are accelerated or otherwise become due prior to their applicable Maturity Date, in effect.each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Term B Loans that becomes due and payable shall equal 100% of the principal amount of the Term B Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Term B Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Term B Loans are accelerated or otherwise become due prior to their applicable Maturity Date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Term B Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Term B Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term B Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender and the Company agrees that it is reasonable under the circumstances currently existing. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent (which shall be signed by a Responsible Officer and may be on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 2:00 p.m. (noon) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans or Eurocurrency Daily Floating Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000.00 or a whole multiple of US$5,000,000 $500,000.00 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $500,000.00 or a whole multiple of US$5,000,000 $500,000.00 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or Eurocurrency Daily Floating Rate Loans shall be in a principal amount of US$5,000,000 $500,000.00 or a whole multiple of US$1,000,000 $100,000.00 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000.00 or a whole multiple of $100,000.00 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.. The Administrative Agent may, at any time and from time to time after the 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. Notwithstanding the foregoing, so long as the Total Outstandings are not greater than one hundred and five percent (105%) of the Aggregate Commitments then in effect solely as a result of exchange rate fluctuations and not as a direct result of the making of a Loan or issuance of a Letter of Credit, the Borrowers shall not be required to prepay Loans and/or the Company shall not be required to Cash Collateralize the L/C Obligations, provided, however, that, if and to the extent solely as a result of exchange rate fluctuations and not as a direct result of the making of a Loan or issuance of a Letter of Credit, the Total Outstandings are greater than one hundred and five percent (105%) of the Aggregate Commitments then in effect, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Aggregate Commitments then in effect

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsTerm SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in any Alternative CurrenciesCurrency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Term SOFR Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Alternative Currency Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 the Dollar Equivalent of $5,000,000 (or, in the case of the EUR Term Facility, €5,000,000) or a whole multiple of US$5,000,000 the Dollar Equivalent of $1,000,000 (or, in the case of the EUR Term Facility, €1,000,000) in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on upon the effectiveness of other financing arrangements Indebtedness or the occurrence of one or more other transactionstransactions or events. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.06(a) shall be applied to the outstanding principal amount under the relevant Facility as directed by the Company (or, in the absence of specification, ratably between the USD Term Facility and the EUR Term Facility), and subject to Section 2.162.18, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. Subject to Section 2.18, each such prepayment of Revolving Credit Loans shall be applied to the Committed Revolving Credit Loans of the Lenders in accordance with their respective Applicable PercentagesPercentage. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Borrowings the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company A Borrower may, upon notice delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) (A) 10:00 a.m. three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 10:00 a.m., Applicable Time, four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 1:00 p.m., Chicago time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding; outstanding and (viv) any such notice may prepayment of outstanding Term Loans pursuant to this Section 2.05 shall be conditioned on applied to the effectiveness principal repayment installments thereof in inverse order of other financing arrangements or one or more other transactionsmaturity. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid prepaid, and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Pro Rata Shares. (b) The Company may, upon notice to the 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) such notice must be received by the Swing Line Lender and Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bc) If for any reason the Administrative Agent notifies the Company Total Revolving Outstandings at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Revolving Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall immediately prepay their respective Loans and/or the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a), that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (d) If the Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay their respective Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. The Agent may, at any time and from time to time after the 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) If the Agent notifies the Company at any time that the Outstanding Amount of all Loans owing by Designated Borrowers at such time exceeds an amount equal to the Designated Borrower Sublimit then in effect, then, within two Business Days after receipt of such notice, the applicable Designated Borrowers shall prepay their respective Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Designated Borrower Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Currencies and (C) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; , (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of US$25,000,000 which is $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, subject to however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the occurrence effectiveness of any condition(s) specified thereinother credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment made pursuant to Section 2.16, each such prepayment this clause (a) shall be applied to made ratably among the Committed Loans of the Revolving Lenders in accordance with their respective Applicable PercentagesPercentages of the Committed Revolving Loans. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. (c) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Negotiated Rate Loans in whole or in part without premium or penalty (unless the Borrower and the applicable Lender have otherwise agreed, in which case such Loan may be prepaid in accordance with such agreement); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the requested date of prepayment of such Negotiated Rate Loans; (ii) the Lender or Lenders making the Negotiated Rate Loan have consented to such prepayment; and (iii) unless agreed to by the applicable Lender and the Administrative Agent (such consent not to be unreasonably withheld), any prepayment of Negotiated Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Negotiated Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts as may be agreed to by the Borrower and the Lender or Lenders making such Negotiated Rate Loan. (d) If the Administrative Agent notifies the Company Borrower at any time that (i) the Total Outstandings, less Cash Collateral, Revolving Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Commitments then in effect, then(ii) the L/C Obligations at such time exceed the Letter of Credit Sublimit then in effect, within two Business Days after receipt (iii) the Swing Line Loans outstanding at such time exceed the Swing Line Sublimit then in effect; (iv) the Negotiated Rate Loans outstanding at such time exceed the Negotiated Rate Sublimit then in effect, or (v) the Outstanding Amount of all Loans denominated in Alternative Currencies at such noticetime exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, the Company Borrower shall prepay the applicable Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over within one (1) Business Day after the Aggregate CommitmentAdministrative Agent notifies the Borrower that such a prepayment is required and of the amount thereof; provided, however, that, subject to the provisions of Section 2.15(a2.17(a)(iv), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.06(d) unless after the prepayment in full of the Committed Revolving Loans, the Swing Line Loans and the Negotiated Rate Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty; provided that provided, that, (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5), in the case of prepayment of Revolving Credit Loans denominated in Special Notice Currencies (including Australian Dollars)) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 the applicable Alternative Currency Equivalent of $5,000,000 or a whole multiple of US$5,000,000 the applicable Alternative Currency Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage of such prepayment). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Company or the applicable Specified Foreign Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than (A) in the case of Domestic Swing Line Loans, 1:00 p.m. on the date of the prepayment and (B) in the case of Foreign Swing Line Loans, 10:00 a.m. (London time) on the date that is one (1) Business Day prior to the date of such prepayment and (ii) any such prepayment shall be in a minimum principal amount (A) $100,000, in the case of Domestic Swing Line Loans and (B) the applicable Alternative Currency Equivalent of $500,000, in the case of Foreign Swing Line Loans. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bc) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Outstandings that are not Cash Collateral, Collateralized by the Company or another Borrower at such time exceed an amount equal to one hundred five percent (105% %) of the Aggregate Commitments amount of the Facility then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment or Cash Collateralization to an amount not to exceed one hundred percent (100%) of the Aggregate Commitmentamount of the Facility then in effect; provided, however, that, subject to the provisions of Section 2.15(a2.03(k), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Revolving Credit Loans the Total Outstandings exceed the Aggregate Commitments amount of the Facility then in effect. The Administrative Agent may, at any time and from time to time after the 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. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Swing Line Loans that are not Cash Collateralized by the Company or another Borrower made to the Borrowers at such time exceeds an amount equal to one hundred five percent (105%) of the Swing Line Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay the Swing Line Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Swing Line Sublimit. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to Foreign Borrowers at such time exceeds an amount equal to one hundred five percent (105%) of the Maximum Foreign Borrower Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Foreign Borrowers shall prepay Revolving Credit Loans made to them in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed one hundred percent (100%) of the Maximum Foreign Borrower Sublimit. (f) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to a Foreign Borrower at such time exceeds an amount equal to one hundred five percent (105%) of the Foreign Borrower Sublimit applicable to such Foreign Borrower, then, within two (2) Business Days after receipt of such notice, such Foreign Borrower shall prepay Revolving Credit Loans made to it in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed one hundred percent (100%) of the Foreign Borrower Sublimit applicable to such Foreign Borrower.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Currencies and (C) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; , (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of US$25,000,000 which is $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, subject to however, that a notice of voluntary prepayment may state that such notice is conditioned upon the occurrence effectiveness of any condition(s) specified thereinother credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment made pursuant to Section 2.16, each such prepayment this clause (a) shall be applied to made ratably among the Committed Loans of the Revolving Lenders in accordance with their respective Applicable PercentagesPercentages of the Committed Revolving Loans. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. (c) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Negotiated Rate Loans in whole or in part without premium or penalty (unless the Borrower and the applicable Lender have otherwise agreed, in which case such Loan may be prepaid in accordance with such agreement); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the requested date of prepayment of such Negotiated Rate Loans; (ii) the Lender or Lenders making the Negotiated Rate Loan have consented to such prepayment; and (iii) unless agreed to by the applicable Lender and the Administrative Agent (such consent not to be unreasonably withheld), any prepayment of Negotiated Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Negotiated Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts as may be agreed to by the Borrower and the Lender or Lenders making such Negotiated Rate Loan. (d) If the Administrative Agent notifies the Company Borrower at any time that (i) the Total Outstandings, less Cash Collateral, Revolving Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Commitments then in effect, then(ii) the L/C Obligations at such time exceed the Letter of Credit Sublimit then in effect, within two Business Days after receipt (iii) the Swing Line Loans outstanding at such time exceed the Swing Line Sublimit then in effect; (iv) the Negotiated Rate Loans outstanding at such time exceed the Negotiated Rate Sublimit then in effect, or (v) the Outstanding Amount of all Loans denominated in Alternative Currencies at such noticetime exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, the Company Borrower shall immediately prepay the applicable Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a2.17(a)(iv), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.06(d)(i) unless after the prepayment in full of the Committed Revolving Loans, the Swing Line Loans and the Negotiated Rate Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (ia) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (noon) (Ai) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, Dollars (Bii) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Currencies and/or Alternative Currency Loans and (Ciii) on the date of prepayment of Base Rate Committed Loans; (iib) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; (iiic) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or Alternative Currency Loans shall be in a minimum principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; and (ivd) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Any notice delivered by a Borrower pursuant to this Section 2.05 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by a Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Subject to the foregoing sentence, if such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan and/or an Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with 2.05 any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (a) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (b) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that that, for any reason, the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall immediately prepay Loans and/or the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a), that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this paragraph of Section 2.04(b) 2.05 unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) (A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 1:00 p.m. four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 11:00 a.m. on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C C-BA Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C C-BA Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C-BA Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize L/C-BA Obligations in an aggregate amount sufficient to reduce such Outstanding Amount of Loans and L/C-BA Obligations denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C-BA Obligations pursuant to this Section 2.05(d) unless, after the prepayment in full of the Loans, the Outstanding Amount of all Loans and L/C-BA Obligations denominated in Alternative Currencies exceeds the Alternative Currency Sublimit then in effect. (e) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C-BA Obligations at such time exceeds an amount equal to 105% of the Letter of Credit-BA Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall either (i) cancel and return Letters of Credit or (ii) Cash Collateralize the L/C-BA Obligations, together in an aggregate amount sufficient to reduce such Outstanding Amount of all L/C-BA Obligations as of such date to an amount not to exceed 100% of the Letter of Credit-BA Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the one Business Day prior to any date of prepayment of Base Rate Loans; and (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the Obligations and the termination of this Agreement, subject to then such prepayment may be conditioned upon the occurrence closing of any condition(s) specified thereinsuch refinancing transaction. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions an amount not to exceed 100% of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company mayIntentionally deleted. (b) Intentionally deleted. (c) In the event and on each occasion that the Dollar Amount of Aggregate New Revolving Credit Exposure exceeds the aggregate Dollar Amount of the New Revolving Credit Commitments (for any reason other than a change in the exchange rates for Foreign Currency), upon notice the Borrower shall immediately prepay the New Revolving Credit Loans, or, if no New Revolving Credit Loans are or would be outstanding, provide cash collateral in respect of the New Letter of Credit Exposure pursuant to Section 2.22(l) and thereupon such cash shall be deemed to reduce the Administrative Agent, at any time or from time New Letter of Credit Exposure by an equivalent amount for purposes of this Section 2.12(c)) in an amount equal to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to excess. On the Administrative Agent second Business Day after the first and be received by the Administrative Agent not later than 12:00 p.m. (noon) (A) three Business Days prior to any date fifteenth day of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, each calendar month and (C) on the date of prepayment issuance of, or participation in, any Foreign Currency New Letter of Base Rate Loans; Credit, the Borrower shall cash collateralize Foreign Currency New Letter of Credit Exposure (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof oreach instance, in each casedollars) to the extent, if lessnecessary, so that the entire principal amount thereof then outstanding; Dollar Amount (determined as of the first and (v) any such notice may be conditioned on the effectiveness fifteenth day of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(seach calendar month) of Committed Loans all Aggregate New Revolving Credit Exposure is equal to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, or less than the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and aggregate Dollar Amount of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by New Revolving Credit Commitments. (d) To the Companyextent not previously paid, the Company shall make such prepayment and the payment amount specified in such notice (i) all Senior Secured Loans shall be due and payable on the date specified thereinSenior Secured Loans Maturity Date, subject to the occurrence of any condition(s(ii) specified therein. Any prepayment of a Eurocurrency Rate Loan all Junior Secured Loans shall be accompanied by all accrued interest due and payable on the amount prepaidJunior Secured Loans Maturity Date, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment and (iii) all New Revolving Credit Loans shall be applied to due and payable on the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesNew Revolving Credit Maturity Date. (be) If The Borrower shall give to the Administrative Agent notifies and the Company Lenders at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% least three Business Days' prior written or telecopy notice of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such noticeeach and every Prepayment Event, the Company shall prepay Loans and/or amount of Net Cash Collateralize Proceeds expected to be received therefrom and the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.expected schedule for receiving such

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), and be received by the Administrative Agent not later than 12:00 p.m. (noon) noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the one Business Day prior to any date of prepayment of Base Rate Loans; and (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the Obligations and the termination of this Agreement, subject to then such prepayment may be conditioned upon the occurrence closing of any condition(s) specified thereinsuch refinancing transaction. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions an amount not to exceed 100% of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bd) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess. (e) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect. (f) No optional prepayment of Committed Loans denominated in an Alternative Currency may be made other than on the last day of the applicable Interest Period for such Committed Loans, unless the Lenders consent thereto.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's ratable portion of such prepaymentprepayment (based on such Lender's Applicable Percentage). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied paid to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 105% of the Aggregate CommitmentRevolving Credit Commitments then in effect; provided, however, that, subject to that the provisions of Section 2.15(a), the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time plus the Outstanding Amount of the L/C Obligations with respect to Letters of Credit and Bankers' Acceptances denominated in Alternative Currencies at such time exceed an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 105% of the Alternative Currency Sublimit then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Loans the Outstanding Amount of the L/C Obligations with respect to Letters of Credit and Bankers' Acceptances denominated in Alternative Currencies exceed the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the 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.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $1,000,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bc) If as a result of foreign currency translation the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceed an amount equal to 105% of exceeds the Aggregate Commitments then in effecteffect by an amount in excess of the Dollar Equivalent of $400,000, then, within two Business Days after receipt of notice from the Administrative Agent of such noticeoccurrence, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Dollar Equivalent of $400,000 in excess of the Aggregate Commitments then in effect. (d) If for any reason other than as a result of foreign currency translation the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Company shall promptly after notice from the Administrative Agent prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitmentexcess; provided, however, that, subject to the provisions of Section 2.15(a), that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. If for any reason the Outstanding Amount of all Swing Line Loans exceed the Swing Line Sublimit, the Company shall immediately prepay the Swing Line Loans in aggregate amount equal to such excess. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.

Prepayments. (a) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Committed Loans denominated in Dollars, (B) four three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Eurodollar Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Eurodollar Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Eurodollar Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $1,000,000 or a whole multiple of US$5,000,000 $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.19, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent notifies not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Outstandings at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over excess; provided that the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.06(d) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (e) If for any reason the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect by more than $5,000,000, the Borrowers shall immediately prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect, provided that such mandatory prepayment of any Loans denominated in Alternative Currencies may be delayed until the last day of the Interest Period applicable to such Loans if the Borrowers shall deposit or cause to be deposited, on the day prepayment would have otherwise been required, in a cash collateral account opened by the Administrative Agent, an amount equal to the aggregate principal amount of such delayed mandatory prepayment of Loans denominated in Alternative Currencies and any accrued but unpaid interest thereon; providedfurther, that any amounts still outstanding following application of such cash collateral shall be immediately due and payable by the Borrowers on the last day of such Interest Period.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company Borrower at any time that the Total Outstandings, less Cash Collateral, Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate CommitmentCommitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a)2.16, the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the 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. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (e) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount of L/C Obligations as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect.

Prepayments. (a) The Company Borrower or a Designated Borrower may, upon notice to the Administrative AgentAgent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender), at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) , New York City time, (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, and (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate ABR Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of US$25,000,000 $5,000,000 or a whole multiple of US$5,000,000 $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies a Foreign Currency shall be in a minimum principal amount of US$25,000,000 or a not less than the smallest amount of such Foreign Currency that has an Equivalent Amount in excess of $5,000,000 and in an whole multiple of US$5,000,000 the smallest amount of such Foreign Currency that has an Equivalent Amount in excess thereofof $1,000,000; and (iv) any prepayment of Base Rate ABR Loans shall be in a principal amount of US$$5,000,000 or a whole multiple of US$$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower or a Designated Borrower, the Company Borrower or such Designated Borrower, as applicable, shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (noon) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in the Alternative CurrenciesCurrency, and (C) on the date of prepayment of Base Rate Committed Loans and Cost of Funds Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 77 ‌ DB3/ 201344542.8 ​ ​ ​ $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in the Alternative Currencies Currency shall be in a minimum principal amount of US$25,000,000 $500,000 or a whole multiple of US$5,000,000 $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or Cost of Funds Rate Loans shall be in a principal amount of US$5,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of the WC Loans, the Revolver Loans or some combination thereof and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepaymentprepayment (including, in the event such prepayment is a Loan denominated in the Alternative Currency, such Alternative Currency Funding Lender's Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) (x) the Total WC Outstandings at any time exceed the Aggregate WC Commitments then in effect or (y) the Total WC Outstandings other than the maximum drawing amount of all issued and outstanding Products under Contract LCs exceed the Borrowing Base at such time, the Borrowers shall immediately prepay WC Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04 unless after the prepayment in full of the WC Loans and Swing Line Loans the Aggregate WC Outstandings exceed the Aggregate WC Commitments then in effect; and (ii) the Total Revolver Outstandings at any time exceed the Aggregate Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess. (c) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Company Borrowers at any time that the Total Outstandings, less Cash Collateral, Outstanding Amount of all Loans denominated in the Alternative Currency at such time exceed exceeds an amount equal to 105% of the Aggregate Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal sufficient to reduce such excess over the Aggregate Commitment; provided, however, that, subject Outstanding Amount as of such date of payment to the provisions of Section 2.15(a), the Company shall an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full exceed 100% of the Loans the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.. 78 ‌ DB3/ 201344542.8 ​ ​ ​