Common use of Voluntary Prepayment Clause in Contracts

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written notice (emailor telephonic notice promptly confirmed by written notice) notice in the case of Eurodollar Loans, or written notice (emailor telephonic notice promptly confirmed by written notice) notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,0002,000,000 (or such lesser amount as may remain outstanding). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably as directed by the Borrower to each Class the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 1:00 p.m. on the specified effective date) if such condition is not satisfied (provided, satisfied; provided further that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) 2.16 and Section 3.04 2.05(b) but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written notice (emailor telephonic notice promptly confirmed by written notice) notice in the case of Eurodollar Loans, or written notice (emailor telephonic notice promptly confirmed by written notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 of any Class shall be applied ratably to each as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class of Term Loans then outstandingunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied (provided, satisfied; provided further that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) 2.16 and Section 3.04 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfacilities, 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 (providedsatisfied; provided further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the first anniversary of the Closing Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in partright, upon at least three Business Days’ prior written (email) notice in giving the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and Bank not less than $2,000,000.ten (10) Banking Days' notice in writing, to prepay part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that: (ba) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments The giving of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each such notice of prepayment shall specify by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall Borrower will irrevocably commit the Borrower to prepay such Borrowing by the amount as stated therein in such notice; (b) Such prepayment may take place only on the date stated therein; last day of an Interest Period relating to the whole of the Loan provided, however, that a if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (it being in the sole discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.01 and any costs from unwinding of any then existing hedging transactions; (c) Each partial prepayment shall be equal to Dollars Five Hundred Thousand ($500,000) or higher integral multiple thereof or the balance of the Loan; (d) Every notice of prepayment delivered shall be effective only on actual receipt by the Bank, shall be irrevocable and shall oblige the Borrower to make such prepayment on the date specified; (e) No amount prepaid may be re-borrowed; and (f) The Borrower may state that such notice is conditioned upon not prepay the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness Loan or any other specified event, part thereof save as expressly provided 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 in the case of a Term Borrowing. (b) Except as may otherwise be set forth in Voluntary prepayments of any Extension Offer or any Refinancing Amendment, voluntary prepayments Class of Term Loans pursuant to this Section 2.12 shall be applied ratably to each against the remaining scheduled installments of principal due in respect of the applicable Class of Term Loans under Section 2.11 as may be specified by the Borrower, or if not so specified, in direct order of maturity; provided that such prepayments shall be allocated to the Tranche B Term Loans on a pro rata basis (or on a greater than pro rata basis) determined by reference to all Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that (x) revoke such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective dateproposed date of prepayment and/or (y) if such condition is extend the prepayment date by not satisfied (providedmore than five Business Days; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicableSectionSections 2.05(d) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 1,000,000 and (bii) Except as may otherwise be set forth at the Borrower’s election in connection with any Extension Offer or any Refinancing Amendment, voluntary prepayments prepayment of Term Revolving Loans pursuant to this Section 2.12 2.11(a), such prepayment shall not, so long as no Event of Default then exists, be applied ratably to each Class any Revolving Loan of Term Loans then outstandinga Defaulting Lender. (cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of optional prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any the occurrence of some other specified eventidentifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied (providedsatisfied; provided further, however, that the provisions of Section 3.04 2.15 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 2.11 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.15. All prepayments under this Section 2.12 2.11 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have may voluntarily prepay the right at any time and from time to time to prepay any Borrowing, Loan in whole or in part, upon at least three part on any Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City timeDay; provided, however, that each partial that, any such prepayment shall be in accompanied by an amount that is an integral multiple representing (1) all accrued interest on the portion of $1,000,000 the Loan being prepaid, (2) with respect to any prepayment made on a Business Day other than a Payment Date, all accrued interest on the portion of the Loan being prepaid through the end of the Interest Accrual Period during which the prepayment occurs and not less than $2,000,000(3) all other amounts then due under the Loan Documents (including, without limitation, the Prepayment Fee, if any, and the Exit Fee). (b) Except as may otherwise be set forth In the event of any such voluntary prepayment, Borrower shall give Lender written notice (or telephonic notice promptly confirmed in any Extension Offer or any Refinancing Amendmentwriting) of its intent to prepay, voluntary prepayments of Term Loans pursuant to this Section 2.12 which notice shall be applied ratably given at least fifteen (15) days’ prior to each Class of Term Loans then outstanding. (c) Each notice of the date upon which prepayment is to be made and shall specify the Payment Date on which such prepayment date is to be made and the principal amount of each Borrowing such prepayment (or portion thereof) to which shall not be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that less than $1,000,000). If any such notice is conditioned upon given, the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other amount specified event, in which case such notice may shall be due and payable on the Payment Date specified therein (unless such notice is revoked by the Borrower (by notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfied (provided, that therein in which event Borrower shall immediately reimburse Lender for any reasonable out-of-pocket costs incurred in connection with the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure giving of such conditionnotice and its revocation). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at principal amount of any time and from time to time to prepay any Borrowing, Loan may be prepaid in whole full or ratably in part, upon at least three (3) Business Days’ prior written (email) notice in the case of Eurodollar Loansnotice, or telephonic notice followed immediately by written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loansnotice, to the Administrative Agent before 12:00 p.m.Agent, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably the delivery to each Class the Administrative Agent of Term Loans then outstanding. (c) Each a Notice of Loan Prepayment, without premium or penalty, which notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon on the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (satisfied; provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (however, that, to the extent applicableprepaid prior to the applicable Payment Date for any Eurocurrency Rate Loan, the Borrower shall reimburse the applicable Lenders, on the earlier of (A) demand by the applicable Lender or (B) the Term Loan Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and Section 3.04 but otherwise without premium or penaltyprovided further, however, that (i) the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent and (ii) any notice of prepayment given hereunder may be revoked by the Borrower at any time. All prepayments under this Section 2.12 Any prepayment hereunder shall be accompanied by in amounts of not less than $2,000,000.00 and in an integral multiple of $1,000,000.00. Amounts prepaid shall be paid together with accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentso prepaid.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 (or such lesser amount as may remain outstanding). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding[Reserved]. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the Borrower may state that such notice is conditioned then outstanding Loans, then (x) upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent not later than 12:00 (noon), New York City time, on the date of such prepayment, the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days and (y) such prepayments may be conditioned upon the effectiveness or prior to the specified effective date) if such condition is not satisfied (providedconsummation of other financing; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d2.16. (d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment plus the applicable Prepayment Premium.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written (email) or fax notice in the case of Eurodollar Term SOFR Loans, or written (email) or fax notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 1,000,000 and (bii) Except as may otherwise be set forth at the Administrative Borrower’s election in connection with any Extension Offer or any Refinancing Amendment, voluntary prepayments prepayment of Term Revolving Loans pursuant to this Section 2.12 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied ratably to each Class of the remaining scheduled amortization payments relating to such Term Loans then outstandingas elected by the Administrative Borrower. (cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of if such notices states that the prepayment delivered by the Borrower may state that such notice is conditioned contingent upon the consummation successful issuance or incurrence of an acquisition Indebtedness permitted by Section 6.01 to be issued or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness incurred or any other specified eventevent (including, but not limited to, the occurrence of any Asset Sale or Change in which case Control), then the Administrative Borrower may, if the specified condition is not satisfied, (x) revoke such notice may be revoked and/or (y) extend the prepayment date by not more than five (5) Business Days (in the Borrower case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided); provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each the Class of Term Loans then outstandingselected by the Borrowers and to the outstanding principal amounts due on a Term Loan Repayment Date of each such Class of Term Loans as directed by the Borrower (or in the absence of direction, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the applicable Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, 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 (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable2.05(b) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Subject to Section 2.05(c), the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state provided that such notice is may be conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or any transaction for which the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case are to be applied to such notice may be prepayment (and revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is unsatisfied) or the Borrower may extend the prepayment date by not satisfied (more than five Business Days; provided, further that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable2.05(c) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent Lender before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0003,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, 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 (providedhowever, that the provisions of Section 3.04 2.14 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 2.10 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any BorrowingLoan, in whole or in part, upon at least three Business Days’ prior by giving irrevocable written notice (emailor telephonic notice promptly confirmed in writing) notice to the Administrative Agent no later than (i) in the case of a prepayment of any Eurodollar LoansLoan, 2:00 p.m. (New York time) not less than three (3) Business Days prior to any such prepayment, or written (emailii) notice at least one Business Day prior to the date of prepayment in the case of ABR Loansa prepayment of any Base Rate Loan, to 11:00 a.m. on the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial same day of such prepayment. Each voluntary prepayment hereunder shall be made in an aggregate minimum amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 1,000,000. Each such notice shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment irrevocable and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing (Loan or portion thereof) thereof to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; prepaid, provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by if it is conditioned upon the Borrower (by notice to happening or occurrence of an event and such event does not occur. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on or prior the date designated in such notice, together with accrued interest to such date on the specified effective date) if such condition is not satisfied (amount so prepaid in accordance with Section 2.6(c); provided, that if a Eurodollar Loan is prepaid on a date other than the provisions last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.04 shall apply to any 2.12. Each prepayment that is not made as of a result of the failure of such condition). All prepayments under this Section 2.12 Loan shall be subject to Section 2.12(d) (applied to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest Lenders based on the principal amount to be prepaid to but excluding the date of paymenttheir Pro Rata Share.

Voluntary Prepayment. (a) The Borrower shall not have the right to prepay any Borrowing prior to April 27, 2017. On or after April 27, 2017 the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Daysnot less than thirty (30) days’ nor more than sixty (60) days’ prior written notice (emailor telephonic notice promptly confirmed by written notice) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000Agent. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably as directed by the Borrower to each Class the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.06. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 1:00 p.m. on the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 2.07 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.03 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.07 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) providing notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loansprepayment, to the Administrative Agent before 12:00 p.m.(noon), New York City time, for the benefit of the Lenders; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class the remaining scheduled installments of principal due in respect of the Term Loans then outstanding(including, for the avoidance of doubt, the payment due on the Maturity Date) under Section 2.07 in direct order of maturity. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Term Loans (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Term Loans (or portion thereof) by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 2.08 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.08 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three five (5) Business Days’ prior written, email notice (or telephone notice promptly confirmed by written (emailor email notice) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.10:00 a.m., New York City time; provided, however, that each partial prepayment prepayment, shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000500,000 or in the aggregate principal amount of such Borrowing. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing AmendmentSubject to Section 2.18, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably pro rata to the Term Loan based on the outstanding principal balances thereof, and within each such Class of Term Loans, as directed by the Borrower but in any event pro rata among and within each Class of Term Loans then outstandingLoans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 2.13 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.17 but otherwise without premium or penaltypenalty other than as set forth in Section 2.25. All prepayments under this Section 2.12 2.13 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding the foregoing, a notice of prepayment that states that such notice is conditioned upon the effectiveness of other credit facilities or other transactions may be revoked by 12:00 p.m. New York City time on the effective date (or such prepayment may be extended by the Borrower by notice to the Administrative Agent on or prior to by 12:00 p.m. New York City time on the specified effective date) if such condition is not satisfied on such date; provided that the provisions of Section 2.17 shall apply with respect to any such revocation or extension to the extent applicable. (d) Notwithstanding anything to the contrary contained herein, any prepayment of Loans pursuant to this Section 2.13 shall be subject to Section 2.25.

Voluntary Prepayment. (a) The Borrower shall not have the right to prepay any Borrowing prior to April 27, 2017. On or after April 27, 2017 the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Daysnot less than thirty (30) days’ nor more than sixty (60) days’ prior written notice (emailor telephonic notice promptly confirmed by written notice) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, Lender provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,0001,000,000 (or such lesser amount as may remain outstanding). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably as directed by the Borrower to each Class the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.06. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or Lender prior to 1:00 p.m. on the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 2.07 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.03 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.07 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar EurodollarSOFR Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0002,500,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). .. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 3.042.05(c) but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, (i) the Borrower voluntarily prepays any Tranche B-2 Term Loans, (ii) the Borrower makes any mandatory prepayment of the Tranche B-2 Term Loans pursuant to Sections 2.13(a)(ii), 2.13(a)(iii), 2.13(a)(iv) or 2.13(a)(v), (iii) a Term Lender is deemed a Non-Consenting Lender and must assign its Tranche B-2 Term Loans pursuant to Section 3.06(a) or (iv) the Tranche B-2 Term Loans are accelerated, then in each case, the Borrower shall pay to the Administrative Agent on the date of such prepayment, assignment or acceleration, for the ratable account of each applicable Term Lender, a prepayment premium equal to (x) 3% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs after the Restatement Effective Date but prior to the first anniversary of the Restatement Effective Date, (y) 2% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment or assignment occurs on or after the first but prior to the second anniversary of the Restatement Effective Date and (z) 1% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs on or after the second but prior to the third anniversary of the Restatement Effective Date (the foregoing premiums, the “Prepayment Premium”); provided that (A) for the avoidance of doubt, no Prepayment Premium shall be payable on or following the third anniversary of the Restatement Effective Date and (B) the Prepayment Premium shall not apply to mandatory prepayments of the Tranche B-2 Term Loans pursuant to Section 2.13(a)(ii) that do not exceed $100,000,000 in the aggregate during the term of this Agreement. Without limiting the generality of the foregoing, it is understood and agreed that if the Tranche B-2 Term Loans are accelerated or otherwise become due prior to their 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 Tranche B-2 Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Tranche B-2 Term 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 Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Term Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER 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 Borrower 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 counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Voluntary Prepayment. (a) The Borrower shall have BORROWER may, when not in default hereunder, prepay the right at any time and principal indebtedness of the BORROWER hereunder, in whole or from time to time to prepay any Borrowing, in whole or in part, upon provided that: (a) each partial prepayment will be in an amount not less than the amount of one installment of principal payable pursuant to Section 4.01 or a whole multiple thereof, (b) any such prepayment will be made only on the FIRST REPAYMENT DATE and any INTEREST PAYMENT DATE thereafter, (c) the BORROWER gives notice to EDC of its intention to make any such prepayment not less than ninety (90) days prior to such prepayment, which notice will be irrevocable and will constitute the BORROWER's undertaking to prepay accordingly or in lieu of giving ninety (90) days notice of prepayment, the BORROWER may pay to EDC, in addition to any other amounts payable under this Section 4.09, an additional amount equal to ninety (90) days interest on the principal amount being prepaid calculated at least three Business Days’ prior written the rate per annum set out in Sections 4.02(a) and (emailb) notice in hereof; (d) the case of Eurodollar Loans, or written (email) notice at least one Business Day prior BORROWER pays interest accrued on such principal amount being prepaid to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 as well as all other amounts due and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein payable on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure respect of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount being prepaid; and (e) amounts prepaid will be applied to installments payable in inverse order of maturity and will not be prepaid to but excluding the date of paymentre-ADVANCED.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar SOFR Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0002,500,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.05(c) but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, (i) the Borrower voluntarily prepays any Tranche B-2 Term Loans, (ii) the Borrower makes any mandatory prepayment of the Tranche B-2 Term Loans pursuant to Sections 2.13(a)(ii), 2.13(a)(iii), 2.13(a)(iv) or 2.13(a)(v), (iii) a Term Lender is deemed a Non-Consenting Lender and must assign its Tranche B-2 Term Loans pursuant to Section 3.06(a) or (iv) the Tranche B-2 Term Loans are accelerated, then in each case, the Borrower shall pay to the Administrative Agent on the date of such prepayment, assignment or acceleration, for the ratable account of each applicable Term Lender, a prepayment premium equal to (x) 3% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs after the Restatement Effective Date but prior to the first anniversary of the Restatement Effective Date, (y) 2% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment or assignment occurs on or after the first but prior to the second anniversary of the Restatement Effective Date and (z) 1% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs on or after the second but prior to the third anniversary of the Restatement Effective Date (the foregoing premiums, the “Prepayment Premium”); provided that (A) for the avoidance of doubt, no Prepayment Premium shall be payable on or following the third anniversary of the Restatement Effective Date and (B) the Prepayment Premium shall not apply to mandatory prepayments of the Tranche B-2 Term Loans pursuant to Section 2.13(a)(ii) that do not exceed $100,000,000 in the aggregate during the term of this Agreement. Without limiting the generality of the foregoing, it is understood and agreed that if the Tranche B-2 Term Loans are accelerated or otherwise become due prior to their 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 Tranche B-2 Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Tranche B-2 Term 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 Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Term Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER 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 Borrower 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 counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Term Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (a) Voluntary prepayments of Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, 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 (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at right, upon giving the Bank not less than ten (10) Banking Days' notice in writing, to prepay, without any time penalty or fee, part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from time the Borrowers to time the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that: (A) the giving of such notice by the Borrowers will irrevocably commit the Borrowers to prepay any Borrowingsuch amount as stated in such notice; (B) such prepayment may take place only on the last day of an Interest Period relating to the whole of the Loan, in whole or in part, upon at least three Business Days’ prior written provided however that if the Borrowers shall request consent to make such prepayment on another day and the Bank shall accede to such request (email) notice it being in the case sole discretion of Eurodollar Loans, the Bank to decide whether or written (emailnot to do so) notice at least one Business Day prior the Borrowers will pay in addition to the date of prepayment in the case of ABR Loansamount to be prepaid, any such sum as may be payable to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that Bank pursuant to Clause 10.1; (C) each partial prepayment shall be in an equal to the amount that is an integral multiple of $1,000,000 400,000 (four hundred thousand Dollars) or a whole multiple thereof or the balance of the Loan and not less than $2,000,000.will be applied by the Bank in or towards satisfaction of the Repayment Instalments in inverse order of their maturity; (bD) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each every notice of prepayment shall specify be effective only on actual receipt by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid Bank, shall be irrevocable and shall commit oblige the Borrower Borrowers to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified; (E) no amount prepaid may be re-borrowed; provided, however, that a notice of prepayment delivered by and (F) the Borrower Borrowers may state that such notice is conditioned upon not prepay the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness Loan or any other specified event, part thereof save as expressly provided 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (a) The Borrower shall have the right to prepay the Loans in its discretion at any time and or from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ Days prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial which prepayment shall be made at par for any prepayment (x) in whole (whether the full initial amount of the Loans or the remaining outstanding portion after giving effect to other prepayments and other adjustments), (y) in part in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0001,000,000 or (z) in connection with the incurrence of Indebtedness by the Borrower under Section 6.04(c), made to the extent necessary (and only to the extent necessary) to ensure compliance with such Section 6.04(c) (in which case, the Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer demonstrating the foregoing, including a calculation of compliance with such Section 6.04(c) before and after giving effect to the incurrence of such Indebtedness); provided that any prepayment in circumstances described in this Section 2.10(a) shall be subject to the Prepayment Premium. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing the Loans (or portion thereof) and the accrued and unpaid interest on such principal amount of the Loans to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the Loans in the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state provide that such notice is conditioned upon the consummation occurrence of an acquisition one (1) or sale transaction or upon the effectiveness of more other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventtransactions, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) extended if such condition is transactions are not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium consummated or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentare delayed.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) or e-mail notice in the case of Eurodollar Loans, or written (email) or e-mail notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment (but not a prepayment in full) shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class as directed by the Borrower against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingLoans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, 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 (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) Sections 2.16 and Section 3.04 2.25 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0002,500,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, (i) the Borrower voluntarily prepays any Tranche B-2 Term Loans, (ii) the Borrower makes any mandatory prepayment of the Tranche B-2 Term Loans pursuant to Sections 2.13(a)(ii), 2.13(a)(iii), 2.13(a)(iv) or 2.13(a)(v), (iii) a Term Lender is deemed a Non-Consenting Lender and must assign its Tranche B-2 Term Loans pursuant to Section 3.06(a) or (iv) the Tranche B-2 Term Loans are accelerated, then in each case, the Borrower shall pay to the Administrative Agent on the date of such prepayment, assignment or acceleration, for the ratable account of each applicable Term Lender, a prepayment premium equal to (x) 3% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs after the Restatement Effective Date but prior to the first anniversary of the Restatement Effective Date, (y) 2% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment or assignment occurs on or after the first but prior to the second anniversary of the Restatement Effective Date and (z) 1% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs on or after the second but prior to the third anniversary of the Restatement Effective Date (the foregoing premiums, the “Prepayment Premium”); provided that (A) for the avoidance of doubt, no Prepayment Premium shall be payable on or following the third anniversary of the Restatement Effective Date and (B) the Prepayment Premium shall not apply to mandatory prepayments of the Tranche B-2 Term Loans pursuant to Section 2.13(a)(ii) that do not exceed $100,000,000 in the aggregate during the term of this Agreement. Without limiting the generality of the foregoing, it is understood and agreed that if the Tranche B-2 Term Loans are accelerated or otherwise become due prior to their 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 Tranche B-2 Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Tranche B-2 Term 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 Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Term Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER 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 Borrower 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 counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) providing notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loansprepayment, to the Administrative Agent before 12:00 p.m.(noon), New York City time, for the benefit of the Term Lenders; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class the remaining scheduled installments of principal due in respect of the Term Loans then outstanding. (cincluding, for the avoidance of doubt, the payment due on the Maturity Date) under Section 2.07 in direct order of maturity. Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Term Loans (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Term Loans (or portion thereof) by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.Section

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,0001,000,000 and (ii) at the Borrower’s election, such prepayment shall not, so long as no Event of Default then exists, be applied to any Loan of a Defaulting Lender. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or other transaction) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, 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 (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Loans that are not made in connection with the termination or permanent reduction of the Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Term Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class pro rata against the remaining scheduled installments of Term principal due in respect of the Loans then outstandingunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, 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 (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Term Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class as directed by the Borrower against the remaining scheduled installments of Term principal due in respect of the Loans then outstandingunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by in the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower under this Section 2.12 may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities facilities, indentures or similar agreements or the receipt of proceeds from the issuance consummation of other Indebtedness transactions or any other specified eventevents, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied (providedsatisfied; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicableSections 2.05(b) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingmay, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR LoansConstruction Completion, by giving written notice to the Administrative Agent before 12:00 p.m.of not less than ninety (90) days, New York City time; providedand, howeverfollowing Construction Completion, by giving written notice to the Agent not less than forty five (45) days prior to a Repayment Date: (i) Prepay the Loan(s) or part thereof by way of additional Equity Contributions, provided however that each partial the prepayment shall be in an amount that is an integral multiple equal to whole multiples of $1,000,000 10,000,000 NIS, and the prepayment shall be made by the Borrower on a Repayment Date (if applicable) and not less more than $2,000,000twice per annum; (ii) prepay all Loans provided, however, that such notice of prepayment shall also be deemed to constitute written notice of voluntary cancellation of all Commitments which are still available on such date and such prepayment shall be subject to the provisions of sub-Clause 7.3(a) below. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans Any notice provided by the Borrower pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. Clause 7.1 (cVoluntary Prepayment) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit specify the Borrower to prepay such Borrowing by the amount stated therein on Loans, the date stated therein; providedfixed for prepayment, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result aggregate principal amount of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount Loans to be prepaid and the Interest thereon, and the Borrower’s best estimate of the Linkage Differentials and other amounts to but excluding be paid on the date prepayment date. The Agent shall furnish a copy of paymentthe said prepayment notice to each Senior Lender, together with the details of such computation.

Voluntary Prepayment. (a) The Subject to the concurrent payment of the Applicable Premium, the Borrower shall have the right may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this under Section 2.12 2.12(a) shall be applied ratably to each Class of Term Loans then outstandingin a manner determined by the Borrower. (c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on or prior to the specified effective date) if such condition is date of prepayment and/or extend the prepayment date by not satisfied (providedmore than five Business Days; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment and the Applicable Premium.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time option to prepay any Borrowingthe Term Loan, either in whole or in part (provided if in part, upon only a prepayment in an amount equal to a minimum increment of $1,000,000), provided that Borrower (i) delivers written notice to Agent of its election to prepay the Term Loan at least three Business Days’ prior written five (email5) notice in the case of Eurodollar Loans, or written (emailbut not more than thirty (30)) notice at least one Business Day days prior to such prepayment, and (ii) pays, on the date of such prepayment in (a) the case outstanding principal of ABR Loansthe Term Loan (as to which notice of prepayment has been given), to the Administrative Agent before 12:00 p.m.plus accrued and unpaid interest thereon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except the Prepayment Fee as may otherwise be set forth in any Extension Offer or any Refinancing Amendmentto the amount of principal being repaid, voluntary prepayments (c) the End of Term Loans Fee as to the amount of principal being repaid, and (d) all other sums, including Lender Expenses, if any, that shall have become due and payable hereunder in connection with the Term Loan, including interest at the Default Rate with respect to any past due amounts. Any notice of voluntary prepayment given by Borrower pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c1.2(c)(ii) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of other equity interests or incurrence of Indebtedness or any other specified eventby Borrower, in which case case, such notice may be revoked by the Borrower giving written notice (by or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified effective date) in the notice of voluntary prepayment if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsatisfied.

Voluntary Prepayment. (ai) The Subject to the terms of the Fee Letter, Borrower shall have may prepay the right at outstanding Principal Amount of the Term Loan, plus any time accrued and from time to time to prepay any Borrowingunpaid interest thereon, in whole or but not in part, upon at least three Business Days’ prior written (email) notice to the extent permitted by law, together with all other Obligations, including those fees set forth in the case of Eurodollar LoansFee Letter and payable in connection with such prepayment, then outstanding or written (email) notice at least one Business Day prior due in connection therewith, to the Payment Account. (ii) In connection with the prepayment in full of the Term Loan outstanding under this Section 3.02(b), any unpaid amounts in respect of such prepaid Term Loan not consisting of principal or Fixed Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable. (iii) The date of prepayment in of the case of ABR LoansTerm Loan and any other amounts due to Lender under this Section 3.02(b), shall be a Business Day not more than 10 Business Days following the date Borrower has provided to the Administrative Agent before 12:00 p.m., New York City timea Notice of Prepayment showing the calculation of the amount to be prepaid and all other amounts payable in connection therewith under this Section 3.02(b). Such Notice of Prepayment shall constitute Borrower’s irrevocable commitment to prepay the Term Loan outstanding and all such other amounts on such prepayment date; provided, however, that each partial prepayment shall be in an amount that is an integral multiple such Notice of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower Prepayment may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other any credit facilities or one or more other events specified therein (including the receipt occurrence of proceeds from the issuance a Change of other Indebtedness or any other specified eventControl), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Lender on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsatisfied.

Voluntary Prepayment. (a) The Subject to Section 2.05(c) and Section 2.05(d), the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar EurodollarSOFR Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR LoansLoans (in each case, or such shorter period as the Administrative Agent may agree to in its sole discretion), to the office or account of the Administrative Agent before 12:00 2:00 p.m., New York City time; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (ca) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state provided that such notice is may be conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or any transaction for which the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case are to be applied to such notice may be prepayment (and revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is unsatisfied) or the Borrower may extend the prepayment date by not satisfied (more than five Business Days; provided, further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable2.05(c), Section 2.05(d) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice to the Administrative Agent before 12:00 (noon), New York City time, in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the Administrative Agent before 10:00 a.m., New York City time, on the date of prepayment prepayment, in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000, in the case of Term Loans, or $200,000 and not less than $1,000,000, in the case of L/C Loans. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding[Reserved]. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, 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 (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16, but otherwise without premium or penalty. All , and other than prepayments under this Section 2.12 of ABR L/C Loans that are not made in connection with the termination or permanent reduction of the L/C Credit Commitments, shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term outstanding Loans pursuant to under this Section 2.12 Agreement shall be applied ratably to each Class pro rata against the remaining scheduled installments of Term principal due in respect of the Loans then outstandingunder Section 2.11(a). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, 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 (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfacilities, 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 (providedsatisfied; provided further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the date that is 180 days after the Amendment No. 12 Effective Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) providing notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loansprepayment, to the Administrative Agent before 12:00 p.m.(noon), New York City time, for the benefit of the Term Lenders; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class the remaining scheduled installments of principal due in respect of the Term Loans then outstanding(including, for the avoidance of doubt, the payment due on the Maturity Date) under Section 2.07 in direct order of maturity. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Term Loans (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Term Loans (or portion thereof) by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.this

Voluntary Prepayment. (a) The Borrower shall have the right at any time -------------------- and from time to time to prepay any Borrowing, Borrowing in whole or in part, upon at least three Business Days’ without premium (except for any applicable Reduction Fee) or penalty, subject to prior written notice in accordance with this paragraph. Borrower shall notify the Administrative Agent by telephone (emailconfirmed by telecopy) notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar LoansBorrowing, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before not later than 12:00 p.m.noon, New York City time; provided, howeverthree (3) Business Days before the date of prepayment, that each partial or (ii) in the case of prepayment of an Alternate Base Rate Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be in an amount that is an integral multiple of $1,000,000 irrevocable and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) thereof to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated thereinprepaid; providedprovided that, however, that if a notice of prepayment delivered is given -------- ---- in connection with a conditional notice of termination of the Commitments as contemplated by the Borrower may state that Section 2.5(3), then such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice prepayment may be revoked by the Borrower (by if -------------- such notice of termination is revoked in accordance with Section 2.5(3). -------------- Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent on or prior shall advise the Lenders 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 as provided in Section 2.1. Each prepayment of a ----------- Borrowing shall be applied ratably to the specified effective date) if such condition is not satisfied (provided, that Loans included in the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)prepaid Borrowing. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 Prepayments shall be accompanied by accrued interest to the extent required by Section 2.7(1) and unpaid interest on the principal amount any applicable expenses pursuant to be prepaid to but excluding the date of payment.Section ------------- ------- 2.11(5). ------

Voluntary Prepayment. (ai) The Borrowers may, upon irrevocable written notice from the Lead Borrower shall have to the right Agent, at any time and or from time to time voluntarily prepay Term Loans hereunder. Any prepayment pursuant to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (emailthis Section 2.05(a) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an a minimum amount that is an integral multiple of $1,000,000 and not less than increments of $2,000,000. (b) Except as may otherwise be set forth 1,000,000 in any Extension Offer or any Refinancing Amendmentexcess of such amount or, voluntary prepayments if less, the entire amount of the applicable Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice Loan so prepaid. Notice of prepayment must be received by the Agent not later than 11:00 a.m. three (3) Business Days prior to any date of prepayment. Each such notice shall specify the prepayment date and the principal amount of such prepayment. The Agent will promptly notify each Borrowing (or portion thereof) to be prepaid 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 Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and shall commit the Borrower to prepay such Borrowing by the amount stated therein payable on the date stated specified therein; provided, however, that . Any prepayment of a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, 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 (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 Term Loan shall be accompanied by all accrued and unpaid interest on the principal amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Term Loans of the Lenders prepaid in accordance with their respective Applicable Percentages. Amounts prepaid on account of Term Loans may not be reborrowed. Any voluntary prepayments hereunder shall be applied pro rata to but excluding the date of paymentConvertible Term Loans and the Non-Convertible Term Loans. (ii) [Reserved].

Voluntary Prepayment. (a) The Borrower shall have Subject to the right concurrent payment of the Applicable Premium, the Borrowers may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this under Section 2.12 2.12(a) shall be applied ratably pro rata against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11 and shall be applied as a credit against the next maturing amounts owing by the Borrowers pursuant to each Class of Term Loans then outstandingSection 2.13(c). (c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the Borrower then outstanding Loans, then the Borrowers may state that revoke such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on or prior to the specified effective date) if such condition is date of prepayment and/or extend the prepayment date by not satisfied (providedmore than five Business Days; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment and the Applicable Premium.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower but may state that such notice it is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or subject to any other specified eventcondition precedent, 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 (providedsatisfied; provided further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the date that is 180 days after the Restatement Effective Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.