Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR LIBOR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) LIBOR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an aggregate principal amount multiples of at least $1,000,000100,000 in excess thereof; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Type of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender. Notwithstanding the foregoing (and as provided in clause (1) of the proviso to Section 2.17(a)), the Borrower may not prepay Extended Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Commitment Class of the Existing Class from which such Extended Loans and Extended Commitments were converted (or such Loans and Commitments of the Existing Class have otherwise been repaid and terminated in full).

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), any Borrowing in whole or in part from time part, subject to time on the following terms and conditions:prior notice in accordance with paragraph (a)(ii) of this Section. (aii) the The Borrower shall give notify the Administrative Agent at the Administrative Agent’s Office written notice by telephone (or telephonic notice promptly confirmed in writingby telecopy) of its intent to make such prepayment, the amount of such any prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than hereunder (i) in the case of Term Loans or Revolving Credit Loans (other prepayment of a Eurodollar Borrowing, not later than Revolving Credit Loans that are ABR Loans)11:00 a.m., 12:00 noon (New York City time) one , three Business Day prior to Days before the date of prepayment or (ii) in the case of Revolving Credit Loans that are prepayment of an ABR LoansBorrowing, 10:00 a.m. on the same day asnot later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable, shall specify the Facility to be repaid, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and shall promptly be transmitted signed by a Responsible Officer of the Borrower; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.8. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent to each shall advise the Lenders of the relevant Lenders; (b) each 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 2.2. Each prepayment of a Borrowing shall be applied to the applicable Loans included in the prepaid Borrowing, provided that any prepayment of the Term A Loans or Revolving Credit and/or the Term B Loans shall be applied to the principal repayment installments thereof in a multiple inverse order of $100,000 maturity, and in an aggregate principal amount of at least $1,000,000; provided that no partial each such prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject paid to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified Lenders in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment accordance with their respective Applicable Percentages in respect of Term Loans pursuant to this Section 5.1 each of the relevant Facilities. Prepayments shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior accompanied by accrued interest to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments extent required to be made by the Borrower pursuant to Section 2.5(b) or the terms of 2.12 and any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this amounts payable under Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.15.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR LIBOR Loans), 12:00 noon (New York City time) one two Business Day Days prior to or and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) LIBOR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding LIBOR Loans at such time, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate principal amount of outstanding ABR Loans at least $1,000,000such time; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) Type and Type(s) Class of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to Section 5.1 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (i) The Borrower shall have may at any time and from time to time prepay the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time part, without premium or penalty, upon irrevocable (subject to time on the following terms and conditions: (aSection 2.11(a)(ii)) the Borrower shall give notice delivered to the Administrative Agent at the Administrative Agent’s Office written notice no later than 11:00 A.M., New York City time, three (or telephonic notice promptly confirmed in writing3) of its intent to make such prepaymentBusiness Days prior thereto, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans, and no later than 11:00 A.M., New York City time, one (1) Business Day prior thereto, in the specific Borrowing(s) pursuant to which madecase of ABR Loans, which notice shall be given by specify the Borrower no later than (i) in date and amount of prepayment and whether the case prepayment is of Term Eurodollar Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to if a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 Eurodollar Loan is prepaid on any day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.16 on the date of prepayment. Upon receipt of any such prepayment and notice, the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein; provided , together with (except in the case of Loans that are ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the event of a prepayment in full of the Construction Loans, the Vista Expansion Loans, the Term Loans, the Revolving Loans, the Revolving L/C Loans and the DSR L/C Loans, an amount equal to the outstanding principal amount of such Loans being prepaid). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment under Section 2.11(a)(i) if such prepayment would have resulted from from, or been made in connection with, a sale of all or substantially all of the Borrower’s assets or the direct or indirect Equity Interests of the Borrower or a refinancing of all or a part of the then outstanding LoansConstruction Facility, the Vista Expansion Facility, the Term Facility, the Revolving Facility or the DSR Facility, which sale or refinancing shall not be consummated or shall otherwise be delayed. (iii) Notwithstanding anything to the contrary contained in this Agreement and on and following the Amendment Closing Date, no voluntary prepayment of any Construction Loans or Vista Expansion Loans pursuant to this Section 2.11 shall be made unless a voluntary prepayment of “Construction Loans” under and as defined in the LeConte Credit Agreement is made concurrently on a pro rata basis. Each Notwithstanding anything to the contrary contained in this Agreement and on and following the Amendment Closing Date, no voluntary prepayment in respect of any Term Loans pursuant to this Section 5.1 2.11 shall be (a) applied to such Class made unless a voluntary prepayment of “Term Loans Loans” under and as defined in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as LeConte Credit Agreement is made concurrently on a pro rata basis. In connection with any of the Borrower may determine orforegoing, if not so specified a Eurodollar Loan or a “Eurodollar Loan” under and as defined in the LeConte Credit Agreement is prepaid on or prior to any day other than the time last day of such voluntary prepaymentthe Interest Period applicable thereto, ratably in direct order a prepayment of maturity to the remaining amortization payments required to be made by the Borrower any amounts owing pursuant to Section 2.5(b) or 2.16 and Section 2.16 of the terms LeConte Credit Agreement shall be made on the date of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Term Loans, Acquisition Term Loans, Swingline Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loans incurred by it in whole or in part from time to time time, without premium or penalty (except for breakage costs, if any) on the following terms and conditions: (ai) the Applicable Borrower shall give the Administrative Agent at the Administrative Agent’s 's Office (with respect to U.K. Swingline Loans, notice shall also be given to the U.K. Swingline Bank) written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (in the case Types of LIBOR Loans) Loans and the specific Borrowing(s) pursuant Borrowing or Borrowings which are to which madebe prepaid, which notice shall be given by the Applicable Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to the date of such prepayment (or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asa Swingline Loan, the date of such prepayment prepayment) and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing (other than Borrowings of Term Loans or Revolving Credit Loans Swingline Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of the Borrowing Amount or at least $1,000,000100,000 and integral multiples of $100,000 in excess of that amount (or the Dollar Equivalent); provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof) shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount or Borrowing Amount, as the case may be; provided, further, that the minimum prepayment amount for LIBOR Term a Swingline Loan shall be an amount as agreed between the Applicable Borrower and the applicable Swingline Bank; (iii) Reserve Adjusted Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 3.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of unless any breakage costs set forth in Section 2.12. Each 1.10(f) accompany such notice shall specify the date prepayment; and amount of such prepayment and the Class(es(iv) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of any Term Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied pro rata to such Class the A Term Loans, B Term Loans and Acquisition Term Loans then outstanding. Voluntary prepayments of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Acquisition Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan the prepayment of the outstanding principal amount of Loans relating to such Portion pro rata such that each principal payment then remaining with respect to such Portion shall be reduced by an amount equal to the product of (A) such payment and (B) a fraction of which the numerator is equal to the amount of such principal payments then remaining with respect to such Portion and the denominator is equal to the amount of all principal payments remaining with respect to such Portion. In the absence of a Defaulting Lenderdesignation by the Borrowers, the Administrative Agent shall apply such prepayments first to Base Rate Loans and thereafter to Reserve Adjusted Eurodollar Loans.

Voluntary Prepayments. The Reductions in Revolving Loan Commitments Any Borrower shall have may at any time voluntarily prepay all or part of the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium Advances made to such Borrower at any time or penalty (but subject to Section 2.20), in whole or in part from time to time without premium or penalty, subject to Section 1.13(b)(i). Borrowers may at any time on the following terms and conditions: at least ten (a10) days’ prior written notice by Borrower Representative to Agent permanently reduce (but not terminate) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice Revolving Loan Commitment; provided, that (or telephonic notice promptly confirmed in writingA) of its intent to make any such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans reductions shall be in a multiple minimum amount of $100,000 5,000,000 and integral multiples of $250,000 in an aggregate principal amount excess of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR such amount, (B) the Revolving Credit Loans made pursuant to a single Borrowing Loan Commitment shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR amount of the Revolving Credit Loans; Loan plus the Swingline Loan then outstanding, and (cC) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any prepayment of LIBOR Term time on at least 10 days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided, that upon such termination, all Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day and other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any such payment resulting from termination of the Revolving Loan Commitment must be accompanied by payment of all accrued and unpaid interest on the date specified thereinLoans and other Obligations and any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided provided, that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required whose Revolving Credit Advances are to be made by repaid and identify the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or particular Revolving Credit Loan of a Defaulting LenderAdvances to be repaid.

Voluntary Prepayments. The Borrower shall have may at any time on at least three (3) days’ prior notice to Agent and Lenders voluntarily prepay all of the right to prepay Term Loans and Revolving Credit LoansLoan. In addition, in each case, without premium or penalty (but subject to Section 2.20the following sentence, Borrower may at any time on at least three (3) days’ prior written notice to Agent and Lenders voluntarily prepay part of the Term Loan; provided that any such partial prepayment shall be in a minimum amount of $500,000 and integral multiples of $250,000 in excess of such amount. Notwithstanding the preceding sentence, if Borrower has given notice of a voluntary partial prepayment of the Term Loan (such notice, a “Voluntary Partial Prepayment Notice”), in whole or in part from time any Term Lender holding a portion of the Term Loan may elect, by notice to time on Agent prior to the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent prepayment date, to make such prepayment, decline the amount of such voluntary partial prepayment and of the Term Loan to the extent it would be applied to prepay the portion of the Term Loan held by such declining Term Lender assuming none of the Term Lenders declined such prepayment (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madeaggregate amount, which notice shall be given if any, so declined by the Borrower no later than declining Term Lenders in respect of a Voluntary Partial Prepayment Notice, the “Declined Voluntary Prepayment Amount”), in which case (i) in respect of a Voluntary Partial Prepayment Notice Borrower may only prepay the Term Loan, and shall prepay the Term Loan, in each case in an amount equal to the amount of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or the voluntary partial prepayment specified in such Voluntary Partial Prepayment Notice less the Declined Voluntary Prepayment Amount in respect thereof and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans amount prepaid shall be in a multiple applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of $100,000 and in an aggregate principal amount of each Term Lender that did not decline such prepayment. In addition, Borrower may at any time on at least $1,000,00010 days’ prior written notice to Agent terminate the Revolving Loan Commitment; provided that no partial prepayment of LIBOR Term upon such termination, all Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable on the date specified therein; provided that the Borrower may rescind in full. Any such voluntary prepayment and any such notice if such prepayment would have resulted from a refinancing of all termination of the then outstanding Loans, which refinancing shall not Revolving Loan Commitment must be consummated or shall otherwise be delayed. Each prepayment in respect accompanied by the payment of Term Loans pursuant to this the Fee required by Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or1.9(c), if not so specified on or prior to any, plus the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms payment of any Other Term Loans entitled to LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such prepayment. At termination of the Revolving Loan Commitment, Borrower’s election in connection with any prepayment pursuant right to this Section 5.1, such prepayment shall not be applied to any Term Loan or request Revolving Credit Loan of a Defaulting LenderAdvances shall simultaneously be terminated.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time without premium or penalty upon delivery of a Notice of Loan Prepayment; provided, however, that (i) Eurodollar Loans may only be prepaid on the following terms and conditions: three (a3) the Borrower shall give Business Days’ prior written notice to the Administrative Agent at specifying the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent applicable Loans to make such prepaymentbe prepaid, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case any prepayment of Revolving Credit Eurodollar Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment will be accompanied by accrued interest thereon and shall promptly be transmitted by the Administrative Agent subject to each of the relevant LendersSection 3.10; and (biii) each such partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple minimum principal amount of $1,000,000 and integral multiples of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12excess thereof. Each such notice Notice of Loan Prepayment shall be irrevocable and shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans that are to be prepaid. If such The Administrative Agent will give prompt notice is given by to the BorrowerLenders of any prepayment on the Loans and each Lender’s interest therein. Subject to Section 3.17, the Borrower shall make each such prepayment and the payment amount specified in such notice shall be due and payable on applied to the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all Loans of the then outstanding LoansLenders in accordance with their respective Commitment Percentages. Subject to the foregoing terms, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term (A) voluntary prepayments on Revolving Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term outstanding Revolving Loans in such manner as the Borrower Borrowers may determine elect and (bB) applied to reduce voluntary prepayments on any Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity shall be applied to the remaining principal amortization payments required to be made by installments in inverse order of maturity; provided, that, unless the Borrower pursuant to Section 2.5(b) or the terms Lenders providing a Class of any Other Incremental Term Loans entitled agree to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1less than pro rata treatment for voluntary prepayments, such prepayment shall not be applied to any all Classes of Term Loan or Loans on a pro rata basis. Within the foregoing parameters for application, voluntary prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans. Voluntary prepayments on the Revolving Credit Loan of a Defaulting LenderLoans may be reborrowed in accordance with the provisions hereof. Such voluntary prepayments shall not reduce the Revolving Committed Amount. Amounts prepaid on the Term Loans may not be reborrowed.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Revolving Credit Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Swingline Loans in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Swingline Loans that are ABR Loansor Protective Advances, 10:00 a.m. on the same day as(New York time) on, the date of such prepayment and and, in the case of a prepayment of Revolving Credit Loans or Swingline Loans shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans or Protective Advances shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans$2,000,000; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify Notwithstanding the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerforegoing, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated permitted to prepay any Revolving Credit Loans or shall otherwise be delayed. Each prepayment Swingline Loans under this Agreement, in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans whole or in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orpart, if not so specified on or prior to the time of at such voluntary prepaymenttime, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderProtective Advances are outstanding.

Voluntary Prepayments. The (i) Borrower shall only have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), the Loan in whole or in part from time prior to time on the following terms and conditions:Stated Maturity Date in accordance with this Section 2.4. (aii) At any time other than during the time period in any calendar month from and including the day after the Payment Date through and including the day prior to the Determination Date, Borrower shall give may prepay the Administrative Agent Loan at the Administrative Agent’s Office any time upon not less than ten (10) Business Days prior written notice to Lender (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) including any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on associated with a Property Release, and any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment prepayments in respect of Term Loans pursuant the Additional Paydown Requirement, a “Voluntary Prepayment”), provided, that, such notice may be rescinded or modified by Borrower upon delivery of written notice to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Lender on or prior to the time date specified for prepayment in the applicable notice, provided that Borrower shall be responsible for the reasonable costs and expenses incurred by Lender in connection with the rescission of such voluntary prepaymentprepayment notice. Any such Voluntary Prepayment shall include the applicable Prepayment Premium, ratably in direct order of maturity to the remaining amortization payments if any, and all additional amounts required to be made paid by Borrower and all other amounts owing by Borrower to Lender under the Borrower pursuant to Section 2.5(b) or Note and the terms of other Loan Documents, including any Other Term Loans entitled to such prepayment. At the Borrower’s election Breakage Costs incurred by Lender in connection with any the cancellation or termination of a LIBOR or swap contract entered into in connection with the Loan. Any Voluntary Prepayment which constitutes a prepayment pursuant to this Section 5.1, such prepayment associated with a Property Release shall not be applied (and shall be accompanied by the applicable Prepayment Premium, if any) to any Term the Loan as, and to the extent, provided in Section 2.5. Any other Voluntary Prepayments shall be applied (and shall be accompanied by the applicable Prepayment Premium, if any) pro rata (based on the then outstanding principal balance of the Loan and the Other Senior Mezzanine Loans relative to the aggregate outstanding principal balance of the Senior Mezzanine Loans) to the Loan and the Other Senior Mezzanine Loans. If the Loan or Revolving Credit any Other Senior Mezzanine Loan has been divided into two or more components, the pro rata portion of a Defaulting Lenderany such Voluntary Prepayment applied to the Loan or such Other Senior Mezzanine Loan, as applicable, shall be applied sequentially (starting with the most senior component) to such components, if any, of the Loan and each Other Senior Mezzanine Loan, as applicable.

Voluntary Prepayments. The (a) Except as otherwise expressly provided in this Section 2.4, Borrower shall not have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), the Loan in whole or in part from during the term of the Loan. (1) At any time to time during the term of the Loan following a Net Proceeds Prepayment in excess of the Restoration Threshold, Borrower may prepay the Loan in whole in accordance with Section 6.4(c) hereof and (2) on the following terms Permitted Prepayment Date, and conditions: on any Business Day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in whole, provided that in each case under (a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice or (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment2), the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case no Event of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or Default exists; (ii) Borrower gives Lender not less than fifteen (15) and not more than sixty (60) Business Days prior written notice setting forth the projected date of prepayment; and (iii) Borrower pays Lender, in addition to the case outstanding principal amount of Revolving Credit Loans that are ABR Loansthe Loan to be prepaid, 10:00 a.m. (A) all interest accrued and unpaid on the same day as, principal balance of the Note to and including the date of prepayment, (B) all other sums due under the Note, this Agreement and the other Loan Documents, (C) if such prepayment and shall promptly be transmitted by occurs prior to the Administrative Agent to each of Permitted Par Prepayment Date, the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Yield Maintenance Premium, and (cD) any if such prepayment is not paid on a regularly scheduled Payment Date, interest for the full Accrual Period during which the prepayment occurs. If a notice of LIBOR Term Loans or LIBOR Revolving Credit Loans prepayment is given by Borrower to Lender pursuant to this Section 5.1 on any day other than 2.4.1(b), the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such designated for prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice all other sums required under this Section 2.4 shall be due and payable on the date specified thereinproposed prepayment date; provided that the Borrower may rescind any such prepayment notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall may be revoked or extended by Borrower by notice to Lender not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be later than two (a2) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or Business Days prior to the time scheduled prepayment date provided Borrower pays all of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the BorrowerLender’s election reasonable costs and expenses incurred in connection with any the notice of prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan and revocation or Revolving Credit Loan of a Defaulting Lenderextension.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each casewhole or in part, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Payment Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans or Revolving Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in 11:00 A.M. on the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and (which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders); (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least (x) $400,000, in the case of Revolving Loans and (y) $1,000,000; , in the case of Term Loans, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loansapplicable thereto; and (ciii) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orLoans, if not so specified on or prior to the time of such voluntary prepaymentprovided, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting RF Lender; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall reduce the remaining Scheduled Repayments of the Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic such other form of notice promptly confirmed in writingas may be agreed by the Administrative Agent) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one (i) in the case of LIBOR Loans denominated in Dollars, three Business Day Days prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment Business Day and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b2) each partial prepayment of (i) any Borrowing of Term LIBOR Loans or Revolving Credit denominated in Dollars shall be in a minimum amount of $2,500,000 and in multiples of $500,000 in excess thereof and (ii) any ABR Loans shall be in a multiple minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000; excess thereof, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c3) in the case of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11; and (4) any such prepayment shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedPrepayment Premium. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine specify and (b) applied to reduce Initial Term Loan Repayment Amounts applicable Amounts, any New Term Loan Repayment Amounts, and, subject to such Class Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderspecify.

Voluntary Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay Term B Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Loans or Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentif less, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate entire principal amount thereof then outstanding. Each such notice of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans delivered pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice 2.05 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each affected Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerBorrower and not withdrawn, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05; provided that the Borrower may rescind interest to be paid in connection with any such notice if prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. Subject to Section 2.16, each such prepayment would have resulted from a refinancing of all shall be applied to the Loans of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedLenders in accordance with their respective Applicable Percentages in respect of the relevant Facility. Each prepayment in respect of Term B Loans pursuant to this Section 5.1 2.05 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required scheduled installments of Term B Loans to be made by the Borrower pursuant to Section 2.5(b2.07(a) or pro rata (based on the terms then remaining amounts of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderremaining installments).

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term Revolving Credit Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Swingline Loans in whole or in part from time to time on the following terms and conditions: : (a) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its their intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Swingline Loans that are ABR Loansor Protective Advances, 10:00 a.m. on the same day as(New York time) on, the date of such prepayment and and, in the case of a prepayment of Revolving Credit Loans or Swingline Loans shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 500,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans or Protective Advances shall be in a multiple of $500,000 and in an aggregate principal amount of at least $500,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans$1,000,000; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower Borrowers with the applicable provisions of Section 2.122.11. Each such notice shall specify Notwithstanding the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerforegoing, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing Borrowers shall not be consummated permitted to prepay any Revolving Credit Loans or shall otherwise be delayed. Each prepayment Swingline Loans under this Agreement, in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans whole or in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orpart, if not so specified on or prior to the time of at such voluntary prepaymenttime, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderProtective Advances are outstanding.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR LIBOR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; 715000788 12406500715000788 12406500 (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) LIBOR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an aggregate principal amount multiples of at least $1,000,000100,000 in excess thereof; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Type of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender. Notwithstanding the foregoing (and as provided in clause (1) of the proviso to Section 2.17(a)), the Borrower may not prepay Extended Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Commitment Class of the Existing Class from which such Extended Loans and Extended Commitments were converted (or such Loans and Commitments of the Existing Class have otherwise been repaid and terminated in full).

Voluntary Prepayments. The On any Payment Date, Borrower shall have may, at its option, prepay the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loan in whole or in part from time to time on part, upon satisfaction of the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office provide prior written notice to Lender (or telephonic which notice promptly confirmed in writingshall be irrevocable) of its intent specifying the date (the “Prepayment Date”) upon which the prepayment is to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which be made, which notice shall be given by the delivered to Lender not less than twenty (20) Business Days prior to such payment; (b) Borrower no later than shall pay to Lender, simultaneously with such prepayment, (i) in all accrued and unpaid interest calculated at the case Applicable Interest Rate on the amount of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)principal being prepaid through and including the Prepayment Date, 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loansif such prepayment is not made on a Payment Date, 10:00 a.m. all accrued and unpaid interest on the same day asamount of principal being prepaid through and including the Prepayment Date, together with all interest on the principal amount being prepaid which would have accrued from the Prepayment Date through and including the immediately succeeding Payment Date, in each case calculated at the Applicable Interest Rate for the Interest Period in which the prepayment occurs (the “Interest Shortfall”), (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), (iv) if such prepayment occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium, and (v) all other sums then due under this Agreement, the date of such prepayment and shall promptly be transmitted by Note or the Administrative Agent to each of the relevant Lenders; other Loan Documents; (bc) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial 1,000,000.00 or any integral multiple of $100,000.00 in excess thereof; (d) Mortgage Borrower shall have simultaneously with such prepayment made a pro rata prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made the Mortgage Loan pursuant to a single Borrowing the Mortgage Loan Agreement; and (e) Such prepayment shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made not be prohibited pursuant to such Borrowing the Mortgage Loan Documents. If a notice of prepayment is given by Borrower to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans Lender pursuant to this Section 5.1 on any day other than 2.3.1, the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such designated for prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice all other sums required under this Section 2.3.1 shall be due and payable on the date specified therein; Prepayment Date. Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that the Borrower may rescind any (i) a written notice of such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated rescission and revocation or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be postponement is received by Lender no later than three (a3) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or Business Days prior to the time date of prepayment indicated by Borrower and (ii) Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such voluntary prepaymentnotice of prepayment and its rescission, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) revocation or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderpostponement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, other than as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one (i) in the case of LIBOR Loans, three Business Day Days prior to or and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000; excess thereof, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; , and (c3) in the case of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall make set forth in reasonable detail the basis for requesting such prepayment and the payment amount specified in amount), pay to such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind Lender any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedamounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine and (b) specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to reduce the Class or Classes of Term Loan Repayment Amounts applicable to such Class in such order Loans as the Borrower may determine or, if not so specified on or prior to specify. (b) If during any of the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower periods set forth below any Initial Term Loans are voluntarily prepaid pursuant to Section 2.5(b5.1(a) or mandatorily prepaid pursuant to Section 5.2 pursuant to a Debt Incurrence Prepayment Event or as a result of the terms incurrence of any Other Indebtedness under Section 10.1(w)(i) or Section 10.1(x)(i)(b) or as a result of an assignment by a Non-Consenting Lender in accordance with Section 13.7(b), or are the subject of a Repricing Amendment, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, a premium (the “Prepayment Premium”) equal to the product of (I) the percentage set forth below as in effect during the relevant time period and (II) the aggregate principal amount of the Initial Term Loans entitled so prepaid or so subject to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderRepricing Amendment.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions:whole (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit LIBOR Loans, 10:00 a.m. (New York City time) three Business Days prior to, (ii) in the case of ABR Loans (other than Revolving Credit Loans that are ABR Swingline Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (iiiii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $10,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 500,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (ax) applied to such Class of Term Loans in such manner as the Borrower may determine and (by) applied to reduce Tranche A Repayment Amounts, Tranche B Repayment Amounts, Tranche C Repayment Amounts and/or any New Term Loan Repayment Amounts applicable to such Class Amounts, as the case may be, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Reductions in Revolving Loan Commitments and Acquisition Loan Commitments. Borrower shall have the right may at any time on at least 5 days' prior written notice to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty Agent permanently reduce (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (anot terminate) the Borrower shall give Revolving Loan Commitment or the Administrative Agent at the Administrative Agent’s Office written notice Acquisition Loan Commitment; provided that (or telephonic notice promptly confirmed in writingA) of its intent to make any such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans reductions shall be in a multiple minimum amount of $100,000 5,000,000 and integral multiples of $250,000 in an aggregate principal amount excess of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR such amount, (B) the Revolving Credit Loans made pursuant to a single Borrowing Loan Commitment shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR amount of the Revolving Credit Loans; Loan outstanding and the Acquisition Loan Commitment shall not be reduced to an amount less than the amount of the Acquisition Loan outstanding, and (cC) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). Borrower may at any prepayment of LIBOR Term time on at least ten 10 days' prior written notice to Agent terminate the Revolving Loan Commitment and the Acquisition Loan Commitment; provided that upon such termination all Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day and other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Borrower may at any time on at least ten 10 days' prior written notice to Agent terminate only the date specified thereinAcquisition Loan Commitment; provided that upon such termination all Acquisition Loans and other Obligations relating to the Borrower may rescind Acquisition Loans shall be immediately due and payable in full. Any voluntary prepayment and any reduction or termination of the Revolving Loan Commitment or the Acquisition Loan Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Upon any such reduction or termination of the Acquisition Loan Commitment, Borrower's right to request Acquisition Loan Advances shall simultaneously be permanently reduced or terminated, as the case may be. Each notice if of partial prepayment shall designate the Loan or other Obligations to which such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required is to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderapplied.

Voluntary Prepayments. The Borrower shall have may, at its option, at any time and from time to time, prepay the right to prepay Term Revolving Credit Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)the Reimbursement Obligations, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentpart, the amount of such prepayment and (upon giving, in the case of any LIBOR Loans) Loan, three Business Days’ prior written notice to the specific Borrowing(s) pursuant Administrative Agent, and, in the case of any Base Rate Loan, prior written notice on the same Business Day to which made, which the Administrative Agent. Such notice shall be given by the Borrower no later than specify (i) in the case of Term any prepayment of Revolving Credit Loans, the date and amount of prepayment and whether the prepayment is of LIBOR Loans, Base Rate Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)a combination thereof, 12:00 noon (New York City time) one Business Day prior and, in each case if a combination thereof, the principal amount allocable to or each; and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify Reimbursement Obligations, the date and amount of such prepayment prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the Class(es) amount allocable to each of such Reimbursement Obligations. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and Type(s) of Loans to be prepaidsuch Lender’s Revolving Credit Percentage of such prepayment. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that , together with (if a LIBOR Loan is prepaid other than at the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all end of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedInterest Period applicable thereto) any amounts payable pursuant to Section 2.18. Each prepayment in respect Prepayments of Term the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section 5.1 2.10(c) shall be (a) applied applied, first, to such Class payment of Term the Revolving Credit Loans then outstanding, second, to payment of any Reimbursement Obligations then outstanding, and third, to Cover any outstanding Letter of Credit Liability. Each prepayment of Base Rate Loans shall be in such manner as the Borrower may determine minimum principal amount of $100,000 and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as integral multiples of $10,000 and each prepayment of LIBOR Loans shall be in the Borrower may determine minimum principal amount of $500,000 and in integral multiples of $100,000 or, if not so specified in the case of either Base Rate Loans or LIBOR Loans, the aggregate principal balance outstanding on or prior the Revolving Credit Loans and the Reimbursement Obligations, as applicable. No prepayment of a LIBOR Loan shall be made which would result in the remaining outstanding balance of such LIBOR Loan being an amount less than $500,000, and any payment of LIBOR Loans made on any day other than the last day of the applicable Interest Period shall be subject to the time payment of such voluntary prepayment, ratably the amounts specified in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.18.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans LIBOR Loans, two (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time2) one Business Day Days prior to or the date of such prepayment and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) LIBOR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding LIBOR Loans at such time, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate principal amount of outstanding ABR Loans at least $1,000,000such time; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) Type and Type(s) Class of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to Section 5.1 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. The On any Payment Date, Borrower shall have may, at its option, prepay the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loan in whole or in part from time to time on part, upon satisfaction of the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office provide prior written notice to Lender (or telephonic which notice promptly confirmed in writingshall be irrevocable) of its intent specifying the Payment Date (the “Prepayment Date”) upon which the prepayment is to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which be made, which notice shall be given by the delivered to Lender not less than twenty (20) Business Days prior to such payment; (b) Borrower no later than shall pay to Lender, simultaneously with such prepayment (including any prepayment made pursuant to Section 2.5 hereof), (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the case date of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)prepayment, 12:00 noon (New York City time) one Business Day prior to or (ii) in Breakage Costs, if any, without duplication of any sums paid pursuant to the case of Revolving Credit Loans that are ABR Loanspreceding clause (i); (iii) the Prepayment Premium, 10:00 a.m. on if any, (iv) the same day asSpread Maintenance Premium, if any and (iv) all other sums then due under this Agreement, the date of such prepayment and shall promptly be transmitted by Note or the Administrative Agent to each of the relevant Lenders; other Loan Documents; (bc) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000.00 or any integral multiple of $100,000.00 in excess thereof, unless such prepayment is a prepayment in full of the Loan; provided that no partial and (d) Mezzanine A Borrower shall have simultaneously with such prepayment made a pro rata prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant the Mezzanine A Loan. If a notice of prepayment is given by Borrower to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans Lender pursuant to this Section 5.1 on any day other than 2.3.1, the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such designated for prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice all other sums required under this Section 2.3.1 shall be due and payable on the date specified therein; Prepayment Date. Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that the Borrower may rescind any (i) a written notice of such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated rescission and revocation or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be postponement is received by Lender no later than three (a3) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or Business Days prior to the time Prepayment Date and (ii) Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such voluntary prepayment, ratably in direct order notice of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the prepayment and Borrower’s election in connection with failure to prepay all or any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan portion of a Defaulting Lenderthe unpaid principal balance of the Note.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Revolving Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Swingline Loans in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s 's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 11:00 A.M. (New York City time) one Business Day prior to to, or (iiy) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as11:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or Swingline Lenders, as the case may be; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 10,000,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans; and (ciii) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Revolving Loans or Swingline Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Revolving Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine oror Swingline Loans, if not so specified on or prior to the time of such voluntary prepaymentprovided that, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At at the Borrower’s 's election in connection with any prepayment pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Percentage of all Revolving Loans then outstanding. The Borrower shall not have the right to voluntarily prepay any Competitive Bid Loan without the consent of the Lender that has made same.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR LIBOR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) LIBOR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an aggregate principal amount multiples of at least $1,000,000100,000 in excess thereof; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Type of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender. Notwithstanding the foregoing (and as provided in clause (1) of the proviso to Section 2.17(a)), the Borrower may not prepay Extended Loans of any Extension Series unless such prepayment, to the extent any such Existing Loans are outstanding, is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Commitment Class of the Existing Class from which such Extended Loans and Extended Commitments were converted (or such Loans and Commitments of the Existing Class have otherwise been repaid and terminated in full).

Voluntary Prepayments. (a) The Borrower shall have may, prior to 11:00 A.M. Dallas, Texas time, upon at least three Business Days’ written notice by the right Borrower to prepay Term Loans and Revolving Credit the Administrative Agent in the case of Eurodollar Loans, and prior to 9:00 A.M. Dallas, Texas time, upon two Business Days’ written notice on any Business Day in each casethe case of Base Rate Loans, without premium or penalty (but subject to Section 2.20)prepay Revolving Loans and/or Term D Loans, as the Borrower may elect, in whole or in part from time to time on the following terms and conditions:part, in amounts of $1,000,000 or an integral multiple of $500,000 in excess thereof. (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial Any notice of prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans delivered pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice 2.06 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term D Loans and the Class(es) and Type(s) Type of Loans to be prepaid. The Administrative Agent will promptly notify each affected Bank thereof and of such Bank’s pro rata portion of such prepayment. If such notice is given by the BorrowerBorrower and not withdrawn, the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified thereintherein together with accrued interest to each such date on the amount prepaid and the amounts, if any, required pursuant to Section 4.04; provided that the Borrower may rescind interest to be paid in connection with any such notice if such prepayment would have resulted from of Base Rate Loans (other than a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect full) shall instead be paid on the next occurring Interest Payment Date. (c) Any prepayment of Term D Loans pursuant to this Section 5.1 2.06 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required scheduled installments of Term D Loans to be made by the Borrower pursuant to Section 2.5(b2.08(a) or pro rata (based on the terms then remaining amounts of such remaining installments). Section 8. AMENDMENT TO SECTION 2.07(b)(i). Section 2.07(b)(i) of the Credit Agreement is hereby amended to read as follows: (i) If on any Other Term Loans entitled date any Mission Entity shall make any Disposition, an amount equal to 100% of the Net Cash Proceeds from such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment Disposition shall not be applied on such date to any prepay outstanding principal of the Term Loan D Loans and the Revolving Loans on a pro rata basis among such Loans, provided that this requirement for mandatory prepayment will be further reduced to the extent that the Borrower elects, as hereinafter provided, to attempt to cause some or Revolving Credit Loan all of such Net Cash Proceeds to be reinvested in Reinvestment Assets. The Borrower may elect to attempt to cause some or all of the Net Cash Proceeds from a Disposition to be reinvested in Reinvestment Assets during the Reinvestment Period (a “Reinvestment Election”) if (x) no Default or Event of Default exists on the date of such Reinvestment Election and (y) such Reinvestment Election is made by the delivery of a Defaulting LenderReinvestment Notice to the Administrative Agent on or before the date of the consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. Section 9. AMENDMENT TO SECTION 2.07(b)(iii). Section 2.07(b)(iii) of the Credit Agreement is hereby amended to read as follows:

Voluntary Prepayments. The Borrower shall have the right to prepay Term Revolving Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Swingline Loans in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent Payments Administrator at the Administrative Agent’s Payments Administrator's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 11:00 A.M. (New York City time) one Business Day prior to to, or (iiy) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. 11:00 A.M. (New York time) on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent Payments Administrator to each of the relevant Banks or Swingline Lenders, as the case may be; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 25,000,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans; and (ciii) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Revolving Loans or Swingline Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Revolving Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine oror Swingline Loans, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At provided that at the Borrower’s 's election in connection with any prepayment pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderBank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The Borrower shall not have the right to voluntarily prepay any Competitive Bid Loans.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Rate Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Term SOFR Rate Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit SOFR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term SOFR Rate Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Rate Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class in such order as the Borrower may determine orand may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, if the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not so specified on specify the order in which to apply prepayments to reduce Repayment Amounts or prior as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction with respect to the Tranche B-1 Term Loans that is consummated prior to the date that is six months following the Fourth Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Tranche B-1 Term Loans, a fee in an amount equal to 1.0% of (i) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Tranche B-1 Term Loans prepaid (or exchanged) in connection with such Repricing Transaction, and (ii) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of all the Tranche B-1 Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a) the applicable Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans to it, whether such prepaymentLoans are Term Loans, Multicurrency Revolving Loans, French Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the applicable Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Administrative Agent by 12:00 noon (New York City time) at least three Business Days prior in the case of Eurocurrency Loans, at least one Business Day prior to or in the case of Base Rate Loans and by 11:00 a.m. (iilocal time) in the case of Revolving Credit Swing Line Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; equal to the Minimum Borrowing Multiple, provided that that, no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and applicable thereto; (c) any prepayment of LIBOR Term Eurocurrency Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5; (d) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing, if not so specified on or prior to the time of such voluntary prepaymentprovided, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1however, that such prepayment shall not be applied to any Term Loan Multicurrency Revolving Loans or French Revolving Credit Loan Loans of a Defaulting Lender at any time when the aggregate amount of Multicurrency Revolving Loans or French Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Multicurrency Revolver Pro Rata Share of all Multicurrency Revolving Loans or French Revolver Pro Rata Share of all French Revolving Loans, as applicable, then outstanding; and (e) each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of the Term Facility or Term Facilities designated by Company (in amounts designated by Company), and within each such Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis; provided, however, that Company may designate in a notice to the Administrative Agent that such voluntary prepayment shall be applied first to any specified remaining Scheduled Term Repayment due within 12 months of such voluntary prepayment. Unless otherwise specified by the applicable Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans such Borrower shall request (and in the absence of such request, as Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.

Voluntary Prepayments. The (a) Borrower shall have the right to prepay Term any or all of the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Agent by 12:00 noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto; (iii) Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 SECTION 4.2 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(esSECTION 3.5; (iv) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing PROVIDED, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of all Revolving Loans then outstanding. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this SECTION 4.2 are for the benefit of Agent and may be waived unilaterally by Agent. (b) In the event of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Majority Lenders as provided in SECTION 11.1(b), Borrower shall have the right, upon five (5) Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said SECTION 11.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to SECTION 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by SECTION 11.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. The Borrower shall have may, upon notice from the right Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: without premium or penalty; provided that (aA) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written such notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall must be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to each any date of prepayment of Eurodollar Rate Loans and (2) on the relevant Lendersdate of prepayment of Base Rate Loans; (bB) each partial any such prepayment of any Borrowing of Term Loans or Revolving Credit Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate excess thereof (or, if less, the entire principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loansthereof then outstanding); and (cC) any prepayment of LIBOR Term Base Rate Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the Borrower with the applicable provisions of Section 2.12entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, if any Incremental Term Loan is outstanding, whether such prepayment is to be applied to the Term Loan or any Incremental Term Loan(s), and if more than one Type of Loan is outstanding, the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the remaining principal amortization payments of such Loans as directed by the Borrower may rescind any and to the applicable Lenders holding such notice if Loans in accordance with their respective Applicable Percentages. If no such direction is provided by the Borrower, each such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term pro rata among all outstanding Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendermaturity.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (ai) the relevant Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are B Term Loans, C Term Loans, U.S. Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Revolving Loans, U.S. Borrower Revolving Loans and/or Swingline Loans, the amount and currency (or currencies) of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid, in the case of LIBOR any Term Loans) , the manner in which such prepayment shall apply to reduce the respective Scheduled Repayments of such Term Loans and, in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and/or B/A Discount Rate Loans, the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), prior to 12:00 noon Noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans (other than Swingline Loans) or Canadian Prime Rate Loans, (y) prior to 12:00 Noon (New York City time) on the date of such prepayment in the case of Swingline Loans and shall (z) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and B/A Discount Rate Loans and shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; provided that no notice shall be required in connection with the incurrence of the Replacement Term Loans (bincluding by way of conversion of any outstanding Term Loans) on the Amendment No. 1 Effective Date and repayment of the Term Loans with the proceeds thereof; (ii) (x) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 (or CDN $1,000,000 in the case of any amounts to be prepaid in Canadian Dollars) or such lesser amount as is acceptable to the Administrative Agent; provided that no (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 (or CDN $500,000 in the case of prepayments to be made with respect to Canadian Dollar Denominated Revolving Loans) or such lesser amount as is acceptable to the Administrative Agent in any given case and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term principal amount of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then (A) if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing may not be continued as a Borrowing of LIBO Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loans; effect, and (cB) if such Borrowing is a Borrowing of B/A Discount Rate Loans, such Borrowing may not be continued as a Borrowing of B/A Discount Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that (x) at the relevant Borrower’s election in connection with any prepayment of LIBOR Term Canadian Borrower Revolving Loans or LIBOR U.S. Borrower Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any day other than Revolving Loan of a Defaulting Lender; and (y) it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; (iv) prepayments of Bankers’ Acceptance Loans may not be made prior to the last day maturity date of an Interest Period applicable thereto the respective underlying Bankers’ Acceptances or B/A Equivalent Notes, as the case may be; and (v) each prepayment of principal of B Term Loans, C Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01 shall be subject to compliance applied as directed by the applicable Borrower with in the applicable provisions respective notice of prepayment delivered pursuant to Section 2.12. Each 5.01(a) or, if no such notice shall specify direction is given (1) first, to reduce the Scheduled Repayments of the respective Tranche which will become due within twelve months after the date and amount of such prepayment repayment in direct order of maturity of the dates of such Scheduled Repayments, and (2) second, to the Class(esextent in excess of the amount applied as provided in the preceding clause (1), to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of the Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto) and Type(s) of Loans (or, if applicable, Other Allocable Share). Notwithstanding anything to be prepaid. If such notice is given by the Borrowercontrary contained in this Agreement, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the relevant Borrower may rescind any such notice of prepayment under this Section 5.01(a) if such prepayment would have resulted from in a refinancing of all of the then outstanding LoansLoans and Commitments, which refinancing shall not be consummated or shall otherwise be delayed. (b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, the relevant Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (I) in the case of the repayment of Canadian Borrower Revolving Loans of any Lender pursuant to this clause (b), the Canadian Borrower Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 2.01 shall be deemed modified to reflect the changed Canadian Borrower Revolving Loan Commitments) and such Lender’s Canadian Borrower RL Percentage of all outstanding Canadian Borrower Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, (II) in the case of the repayment of U.S. Borrower Revolving Loans of any Lender pursuant to this clause (b), the U.S. Borrower Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 2.01 shall be deemed modified to reflect the changed U.S. Borrower Revolving Loan Commitments) and such Lender’s U.S. Borrower RL Percentage of all outstanding U.S. Borrower Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (III) the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained. Each prepayment in respect of any Term Loans Loan pursuant to this Section 5.1 5.01(b) shall be reduce the then remaining Scheduled Repayments of the respective Tranche on a pro rata basis (a) applied based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or all prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderreductions thereto).

Voluntary Prepayments. The (a) Borrower shall have the right may, upon notice to prepay Term Agent specifying that it is paying its Prime Loans and specifying whether it is paying a portion of its Reducing Revolver Loans and/or its Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), pay its Prime Loans in whole at any time, or in part from time to time on in part in amounts aggregating $10,000.00 or any larger multiple of $10,000.00, by paying the following terms principal amount to be paid together with all accrued and conditions: (a) unpaid interest thereon to and including the date of payment; provided, however, that in no event may the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) make a partial payment of its intent to make such prepayment, the amount of such prepayment and (Prime Loans which results in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or total outstanding Revolving Credit Loans (other which are Prime Loans being greater than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; zero but less than $10,000.00. (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of Borrower may, upon at least $1,000,000; provided two (2) Business Day's notice to Agent specifying that no partial prepayment it is paying LIBOR Loans and specifying whether it is paying a portion of LIBOR Term the Reducing Revolver Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR and/or its Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 , pay on any day other than the last day of an any Interest Period applicable thereto shall its LIBOR Loans to which such Interest Period applies, in whole, or in part in amounts aggregating $100,000.00 or any larger multiple of $50,000.00, by paying the principal amount to be subject paid together with all accrued and unpaid interest thereon to compliance by and including the date of payment; provided, however, that in no event may the Borrower make a partial payment of LIBOR Loans which results in the total outstanding LIBOR Loans which constitute a portion of the Reducing Revolver Loans with respect to which a given Interest Period applies or the applicable provisions total outstanding LIBOR Loans which are Revolving Credit Loans with respect to which a given Interest Period applies being greater than zero but less than $500,000.00. (c) Upon receipt of Section 2.12. Each a notice of payment pursuant to this Section, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's Pro Rata Share of such payment and such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to not thereafter be prepaid. If such notice is given revocable by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving 128 LPL – Conformed A&R Credit Loan of a Defaulting Lender.Agreement

Voluntary Prepayments. The Borrower shall have may, upon not less than three (3) Business Days prior written notice to Administrative Agent not later than 11:00 A.M. (San Francisco time) on the right date given, at any time and from time to time, prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)the Loan, in whole or in part from time to time on part, upon the following terms and conditions: (a) conditions set forth herein. In connection with the prepayment of all or any portion of the Loan, whether such payment is made voluntarily by Borrower or as a result of an acceleration of the Loan by Lenders following a Event of Default, Borrower shall give pay to Lenders, in addition to any fees and costs which may be incurred by Lenders in connection with the prepayment of the Loan, including any Fixed Rate Price Adjustment, a prepayment premium as set forth on Schedule 2.6 attached hereto. Any notice of prepayment given to Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writingunder this Section 2.6(a) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, specify the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial the prepayment. In the event of a prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant any Fixed Rate Portion, Borrower shall pay any Fixed Rate Price Adjustment payable in respect thereof in accordance with Section 2.4(h). Administrative Agent shall provide to each Lender a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment conforming copy of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify on the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If same Business Day such notice is given by the Borrowerreceived. BY INITIALING THIS PROVISION WHERE INDICATED BELOW, the BORROWER CONFIRMS THAT LENDERS' AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATES AND ON THE OTHER TERMS SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS CONSTITUTES ADEQUATE AND VALUABLE CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY BORROWER, FOR THIS AGREEMENT, AND BORROWER HEREBY WAIVES ANY DEFENSE IT MAY HAVE AT LAW OR IN EQUITY THAT ANY PREPAYMENT PREMIUM PROVIDED FOR HEREIN IS A PENALTY, BORROWER EXPRESSLY ACKNOWLEDGING THAT LENDERS HAVE MADE THE FINANCIAL ACCOMMODATIONS CONTEMPLATED BY THIS AGREEMENT IN RELIANCE ON THE AGREEMENTS AND WAIVER OF BORROWER AND THAT LENDERS WOULD NOT HAVE DONE SO WITHOUT SUCH AGREEMENTS AND WAIVERS. Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.Initials: /s/ RICHARD S. DAVIS --------------------

Voluntary Prepayments. The Each Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: without premium or penalty; provided that: (a) the Borrower shall give such notice must be received by the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 2:00 p.m.: (i) three (3) Business Days prior to any date of prepayment of SOFR USActive 58236919.3 -61- Loans; (ii) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans; (iii) three (3) Business Days prior to any date of prepayment of RFR Loans denominated in the case Canadian Dollars; (iv) five (5) Business Days prior to any date of Term prepayment of RFR Loans or Revolving Credit Loans denominated in Sterling; and (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City timev) one (1) Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the any date of such prepayment of Reference Rate Loans; and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial any prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 and (or such lesser amount as the Administrative Agent may agree in an aggregate its sole discretion) in excess thereof or, if less, the entire principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12thereof then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Class(es) and Type(s) of Loans which Loan such prepayment is to be prepaidapplied to. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Lender Percentage of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; , provided that the Borrower may rescind any such notice if such payment is not so made, the prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 notice shall be (a) applied to such Class deemed revoked. Any prepayment of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term a Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orshall be accompanied by all accrued interest thereon, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments together with any additional amounts required to be made by the Borrower pursuant to Section 2.5(b4 hereof. Subject to Section 3.6, each prepayment of a Loan (other than any Temporary Increase Loan) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan the Obligations of a Defaulting Lendersuch Borrower held by each Lender in accordance with its respective Share of Commitments with respect to such Loan.

Voluntary Prepayments. The (i) Borrower shall have the right may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay Term Working Capital Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: without premium or penalty; provided that: (aA) the Borrower shall give the such notice must be received by Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no not later than 11:00 a.m.: (i1) in the case three Business Days prior to any date of Term Loans or Revolving Credit Loans (other than Revolving Credit prepayment of Working Capital Loans that are ABR Eurodollar Rate Loans), 12:00 noon ; and (New York City time2) one Business Day prior to or (ii) in the case date of Revolving Credit prepayment of Working Capital Loans that are ABR Base Rate Loans, 10:00 a.m. on the same day as, the date of such prepayment ; and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bB) each partial any prepayment of any Borrowing Working Capital Loans of Term Loans or Revolving Credit Loans a given Type shall be in a principal amount of $1,000,000.00 or a whole multiple of $100,000 500,000.00 in excess thereof for Eurodollar Rate Loans and $500,000.00 or a whole multiple of $100,000.00 in an aggregate excess thereof for Base Rate Loans, or, if less, the entire principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Working Capital Loans to be prepaid. If Administrative Agent will promptly notify each Working Capital Lender of its receipt of each such notice is given by and of the amount of such Lender’s Working Capital Percentage Share thereof. If Borrower gives such notice, then Borrower’s prepayment obligation shall be irrevocable, the and Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Working Capital Loan that is a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Working Capital Loans of the Working Capital Lenders in accordance with their respective Working Capital Percentage Shares. (ii) Borrower may, upon notice to Swing Line Lender (with a copy to Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that that: (A) such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the Borrower may rescind date of the prepayment; and (B) any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class in a minimum principal amount of Term Loans $100,000.00 or a whole multiple of $50,000.00 in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine excess thereof or, if the aggregate Outstanding Amount of Swing Line Loans is less, the entire Outstanding Amount thereof. Each such notice shall specify the date and amount of such prepayment. If Borrower gives such a notice, then Borrower’s prepayment obligation shall be irrevocable, and Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Borrower may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay Floorplan Loans in whole or in part without premium or penalty; provided that: (A) such notice must be received by Administrative Agent not so specified on or later than 11:00 a.m. one Business Day prior to the time date of such voluntary prepayment, ratably in direct order prepayment of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(bFloorplan Loans; and (B) or the terms any prepayment of any Other Term Floorplan Loans entitled to such prepayment. At shall be in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof, or, if less, the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.entire principal amount thereof then

Voluntary Prepayments. The Borrower shall have the right to prepay Term all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, if less) and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the entire outstanding balance, if less), in whole or in part from time to time on the following terms and conditions: any Banking Day; provided that (a) in the event of prepayment of any LIBO Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) Borrower shall give must provide three (3) Banking Days notice to the Administrative Agent prior to making such prepayment, and (ii) Borrower must, at the Administrative Agent’s Office time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits); provided that such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being prepaid) shall, promptly after being notified of such payment, send written notice (“Funding Loss Notice”) to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or telephonic notice promptly confirmed in writing) writing of its intent to make such prepayment, the amount of such prepayment and (in Funding Losses. A determination by a Syndication Party as to the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans amounts payable pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderconclusive absent manifest error.

Voluntary Prepayments. The Borrower shall have may, upon not less than three (3) Business Days prior written notice to Administrative Agent not later than 11:00 A.M. (San Francisco time) on the right date given, at any time and from time to time, prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)the Loan, in whole or in part from time to time on part, upon the following terms and conditions: (a) conditions set forth herein. In connection with the prepayment of all or any portion of the Loan, whether such payment is made voluntarily by Borrower or as the result of an acceleration of the Loan by Lenders following a Event of Default, Borrower shall give pay to Lenders, in addition to any fees and costs which may be incurred by Lenders in connection with the prepayment of the Loan, including any Fixed Rate Price Adjustment, a prepayment premium as set forth on Schedule 2.6 attached hereto. Any notice of prepayment given to Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writingunder this Section 2.6(a) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, specify the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial the prepayment. In the event of a prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant any Fixed Rate Portion, Borrower shall pay any Fixed Rate Price Adjustment payable in respect thereof in accordance with Section 2.4(h). Administrative Agent shall provide to each Lender a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment conforming copy of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify on the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If same Business Day such notice is given by the Borrowerreceived. BY INITIALING THIS PROVISION WHERE INDICATED BELOW, the BORROWER CONFIRMS THAT LENDERS' AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATES AND ON THE OTHER TERMS SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS CONSTITUTES ADEQUATE AND VALUABLE CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY BORROWER, FOR THIS AGREEMENT, AND BORROWER HEREBY WAIVES ANY DEFENSE IT MAY HAVE AT LAW OR IN EQUITY THAT ANY PREPAYMENT PREMIUM PROVIDED FOR HEREIN IS A PENALTY, BORROWER EXPRESSLY ACKNOWLEDGING THAT LENDERS HAVE MADE THE FINANCIAL ACCOMMODATIONS CONTEMPLATED BY THIS AGREEMENT IN RELIANCE ON THE AGREEMENTS AND WAIVER OF BORROWER AND THAT LENDERS WOULD NOT HAVE DONE SO WITHOUT SUCH AGREEMENTS AND WAIVERS. Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.Initials: /s/ RICHARD S. DAVIS --------------------

Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject except as otherwise provided in this Agreement, and the right to Section 2.20)allocate such prepayments to Term Loans, Multicurrency Facility Revolving Loans and/or Swingline Loans as such Borrower elects, in whole or in part part, at any time and from time to time on on, and subject to, the following terms and conditions: (ai) the an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are U.S. Borrower Term Loans, European Borrower Dollar Term Loans, European Borrower Euro Term Loans, U.S. Borrower Multicurrency Facility Revolving Loans, European Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Swingline Loans and/or European Borrower Swingline Loans, the amount and currency (or currencies) of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid and, in the case of LIBOR Euro Rate Loans (other than Swingline Loans) ), the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon prior to 2:00 P.M. (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans, (y) the date of such prepayment in the case of Swingline Loans, provided such notice is given prior to 10:00 A.M. (New York time) and shall (z) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Euro Rate Loans (other than Euro Denominated Swingline Loans) and shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (bii) each partial prepayment applied to any Tranche of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 (taking the Dollar Equivalent of any amounts to be prepaid in Euros) (or the applicable Minimum Borrowing Amount in the case of Swingline Loans), provided that no (x) if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loans; effect and (cy) in the case of partial prepayments of any Borrowing of Euro Rate Loans (other than Euro Denominated Swingline Loans) denominated in currencies other than Dollars, such Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, in the case of Multicurrency Facility Revolving Loans, such Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period); (iii) at the time of any prepayment of LIBOR Term Euro Rate Loans or LIBOR Revolving Credit Loans (other than Euro Denominated Swingline Loans) pursuant to this Section 5.1 4.01 on any day date other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each thereto, such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and pay the payment amount specified amounts required pursuant to Section 1.11; (iv) except as provided in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loansclause (vi) below, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied pro rata among such Loans made pursuant to such Class of Term Loans in Borrowing, provided, that at such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s 's election in connection with any prepayment of Multicurrency Facility Revolving Loans pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or the prepayment of the respective Multicurrency Facility Revolving Credit Loan Loans of a Defaulting Lender; (A) each prepayment of principal of any Term Loans pursuant to this Section 4.01 shall be applied pro rata (based on the TL Repayment Percentages of the various Tranches of Term Loans) to the prepayment of each Tranche of then outstanding Term Loans, provided that (I)(x) at the election of the U.S. Borrower, any prepayment of principal of outstanding Term Loans by the U.S. Borrower pursuant to this Section 4.01 shall be applied, (i) first, to repay U.S. Borrower Term Loans, and (ii) second, to the extent no U.S. Borrower Term Loans are then outstanding, to repay European Borrower Dollar Term Loans and European Borrower Euro Term Loans on a pro rata basis (taking the Dollar Equivalent of any amounts denominated in Euros) and (y) at the election of the European Borrower, any prepayment of principal of outstanding Term Loans by the European Borrower pursuant to this Section 4.01 shall be applied, (i) first, to repay European Borrower Euro Term Loans and European Borrower Dollar Term Loans on a pro rata basis (taking the Dollar Equivalent of any amounts denominated in Euros), and (ii) second, to the extent no European Borrower Term Loans are then outstanding, to repay U.S. Borrower Term Loans, and (II) at the election of the respective Borrower, (x) any prepayment of principal of outstanding U.S. Borrower Term Loans may, in lieu of the applications otherwise provided herein, be applied to pay, in direct order of maturity, Scheduled Repayments of U.S. Borrower Term Loans which will be due within 12 months after the date of the respective voluntary prepayment pursuant to this Section 4.01 and (y) any prepayment of principal of outstanding European Borrower Term Loans may, in lieu of the applications otherwise provided herein, be applied to pay in direct order of maturity, Scheduled Repayments of European Borrower Term Loans which will be due within 12 months after the date of the respective voluntary prepayment pursuant to this Section 4.01 (which payments shall, in direct order, apply to repay in full all Scheduled Repayments of all European Borrower Term Loans due on any Scheduled Repayment Date with respect to which any principal of European Borrower Term Loans is being prepaid or, if the prepayment is insufficient to make such prepayments in full, pro rata to the European Borrower Term Loans based on the relative amounts (taking the Dollar Equivalent of amounts expressed in Euros) of the Scheduled Repayments which will be due on the respective Scheduled Repayment Date), and in each case with any excess amount of any such prepayment to be applied as provided in the immediately succeeding subclause (B), and (B) each prepayment of principal of U.S. Borrower Term Loans, European Borrower Dollar Term Loans and European Borrower Euro Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans, pro rata based on the relative amounts of each then remaining Scheduled Repayment applicable to the respective Tranche of Loans, provided that voluntary repayments of principal of U.S. Borrower Term Loans, European Borrower Dollar Term Loans and European Borrower Euro Term Loans made pursuant to subclause (II) to the proviso to preceding clause (A) shall instead be applied to reduce the Scheduled Repayments of the respective Tranche in direct order of maturity; (vi) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, such Borrower may, upon five Business Days' written notice by an Authorized Officer of such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and pay all accrued and unpaid interest, Fees, and other amounts, in each case owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of the repayment of Multicurrency Facility Revolving Loans of any Lender pursuant to this clause (vi), the Multicurrency Facility Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Multicurrency Facility Revolving Loan Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (vi) have been obtained; and (vii) each prepayment of Term Loans pursuant to this Section 4.01 (other than any such prepayment made with (x) internally generated funds or (y) the Net Sales Proceeds retained by either Borrower pursuant to Section 4.02(c)) made prior to the first anniversary of the Initial Borrowing Date shall be subject to the payment of the fee described in Section 3.01(e).

Voluntary Prepayments. The Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditionswithout premium or penalty; provided that: (a) with respect to Swingline Loans, the Borrower principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall give be deemed to have been made on the next succeeding Business Day; (b) with respect to any other Loan, such Prepayment Notice must be received by Administrative Agent at the Administrative Agent’s Office written notice not later than: (A) 11:00 a.m. three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Daily SOFR Loans or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment CP Rate Loans; and (in the case of LIBOR LoansB) the specific Borrowing(s11:00 a.m. one (1) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the any date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Base Rate Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the Borrower with the applicable provisions of Section 2.12entire principal amount thereof then outstanding. Each such notice Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, if applicable, the Class(es) and Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such notice Prepayment Notice is given by the Borrowera Borrower Party, the such Borrower Party shall make such prepayment and the payment amount specified in such notice Prepayment Notice shall be due and payable on the date specified therein; provided that the Borrower may rescind . With respect to any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans Loan prepaid pursuant to this Section 5.1 3.05, all accrued interest thereon shall be (apaid in accordance with Section 3.02(b) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments any additional amounts required to be made by the Borrower pursuant to Article 4 with respect thereto shall be promptly paid following receipt of an accurate and correct invoice for such amounts. Subject to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.12.15, each such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderthe Principal Obligation held by each Lender in accordance with its applicable Repayment Percentage.

Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one (i) in the case of LIBOR Loans, three Business Day Days prior to or and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asone Business Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000excess thereof; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class one or more Classes of Term Loans in such manner as designated by the Borrower may determine pro rata within such Class and (b) applied to shall reduce Term Loan the applicable remaining Repayment Amounts applicable to due under such Class in such order as the Borrower may determine or, if not so specified on or prior specify (it being understood and agreed that the Borrower may elect to prepay any Class of Term Loans without any corresponding prepayment to any other Class of Term Loans). In the time absence of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made a designation by the Borrower pursuant to Section 2.5(b) or as described in the terms preceding sentence, any prepayment in respect of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment 5.1 shall not be applied to any the Term Loan or Revolving Credit Loan of a Defaulting LenderLoans in the same manner as provided for in Section 5.2(b)(i) with respect to mandatory prepayments.

Voluntary Prepayments. (a) The Borrower shall have Company may, upon notice to the right to prepay Term Loans and Agent no later than 12:00 noon (St. Louis time) on date of the prepayment (which must be a Business Day) specifying that it is prepaying the Revolving Credit Base Rate Loans, in each case, prepay without penalty or premium or penalty (but subject to Section 2.20), the Revolving Credit Base Rate Loans in whole at any time or in part in amounts aggregating $100,000.00 or any larger multiple of $25,000.00 from time to time, by paying the principal amount to be paid. Each such voluntary prepayment shall be applied to prepay the Revolving Credit Base Rate Loans of the several Lenders in proportion to their respective Pro Rata Shares. (b) The Company may, upon notice to the Agent no later than 12:00 noon (St. Louis time) on the date at least three (3) Eurodollar Business Days before the date of the prepayment (which must be a Eurodollar Business Day) specifying that it is prepaying the Revolving Credit LIBOR Loans, prepay the Revolving Credit LIBOR Loans to which a given Interest Period applies, in whole, or in part in amounts aggregating $1,000,000.00 or any larger multiple of $250,000.00, by paying the principal amount to be paid together with all accrued and unpaid interest thereon to and including the date of prepayment and any funding losses and other amounts payable under Section 2.14; provided, however, that in no event may the Company make a partial prepayment of Revolving Credit LIBOR Loans which results in the total outstanding Revolving Credit LIBOR Loans with respect to which a given Interest Period applies being greater than $0.00 but less than $1,000,000.00. Each such voluntary prepayment shall be applied to prepay the Revolving Credit LIBOR Loans of the several Lenders in proportion to their respective Pro Rata Shares. (c) XxXxxxx Electronics may, upon notice to the Agent no later than 12:00 noon (St. Louis time) on the date at least three (3) Eurodollar Business Days before the date of the prepayment (which must be a Eurodollar Business Day), prepay all at any time or any portion from time to time on of the following terms and conditions: (a) unpaid principal balance of the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent Term Loan prior to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than maturity provided that: (i) in contemporaneously with each such prepayment XxXxxxx Electronics shall pay all accrued and unpaid interest on the case portion of the Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior Loan being prepaid to or and including the date of prepayment; (ii) partial prepayments shall be applied to the installments of principal of the Term Loan in the case inverse order of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenderstheir stated maturities; (biii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans prepayments shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000.00 or any larger multiple of $250,000.00; provided that (iv) in no partial event may XxXxxxx Electronics make any prepayment on any portion of the Term Loan which is accruing interest at the LIBOR Rate which results in the remaining portion of the Term Loans or LIBOR Revolving Credit Loans made pursuant Loan with respect to which a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount given Interest Period applies being greater than $0.00 but less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans$1,000,000.00; and (cv) any if XxXxxxx Electronics is making a prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day portion of the Term Loan which is accruing interest at the LIBOR Rate, XxXxxxx Electronics shall pay the Agent for the benefit of the Lenders the funding losses and other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of amounts, if any, required under Section 2.122.14. Each such notice shall specify the date and amount of such voluntary prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on applied to pay the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all Term Loan of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment several Lenders in respect proportion to their respective Pro Rata Shares. (d) Upon receipt of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class a notice of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1Section, the Agent shall promptly notify each Lender of the contents thereof and of such prepayment Lender's Pro Rata Share of such payment and such notice shall not thereafter be applied to any Term Loan revocable by the Company or Revolving Credit Loan of a Defaulting LenderXxXxxxx Electronics, as the case may be.

Voluntary Prepayments. The 1.7.1 Borrower shall have may prepay the right to prepay Term Loans and Revolving Credit principal balance of the Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole full at any time or in part from time to time on the following terms and conditions: time, provided that: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office shall have actually received from Borrower prior irrevocable written notice (or telephonic notice promptly confirmed in writingthe “Prepayment Notice”) of its Borrower’s intent to make such prepaymentprepay, the amount of such principal which will be prepaid (the “Prepaid Principal”), and the date on which the prepayment will be made; (ii) each prepayment shall be in the amount of $100,000 or a larger integral multiple of $100,000 (unless the prepayment retires the outstanding balance of this Note in full); (iii) each prepayment shall be in the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to Administrative Agent and Lenders under the Loan Documents on or before the date of prepayment but have not been paid; and (iv) no portion of LIBOR Rate Principal may be prepaid except on the last day of the Interest Period applicable thereto, unless (X) the prior written consent of Administrative Agent is obtained which consent, if given, shall provide, without limitation, the manner and order in which the prepayment is to be applied to the Indebtedness, and (Y) Borrower pays to Lender any Consequential Loss as a result thereof, in accordance with Section 1.7.2 below. 1.7.2 Within fifteen (15) days after request by Lender (or at the time of any prepayment), Borrower shall pay to Lenders such amount or amounts as will compensate Lenders for any loss, cost, expense, penalty, claim or liability, including any loss incurred in obtaining, prepaying, liquidating or employing deposits or other funds from third parties and any loss of revenue, profit or yield, as determined by Lenders in their judgment reasonably exercised (together, “Consequential Loss”) incurred by Lenders with respect to any LIBOR Rate, including any LIBOR Rate Principal as a result of: (i) the failure of Borrower to make any payment on the date or in the case amount specified in any Prepayment Notice from Borrower to Administrative Agent; (ii) the failure of Borrower to borrow, continue or convert into LIBOR Rate Principal on the date or in the amount specified in any notice given by Borrower to Administrative Agent; (iii) the early termination of any Interest Period for any reason; or (iv) the payment or prepayment of any amount on a date other than the date such amount is required or permitted to be paid or prepaid. Borrower agrees to pay all Consequential Loss upon any prepayment of LIBOR Loans) Rate Principal, whether voluntary or involuntary, whether effected by a credit bid at foreclosure, or whether by reason of acceleration upon an Event of Default or upon any transfer or conveyance of any right, title or interest in the specific Borrowing(s) pursuant Property giving Administrative Agent the right to which madeaccelerate the maturity of the Loans as provided in the Mortgage. Notwithstanding the foregoing, the amount of the Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. Administrative Agent shall provide a notice to Borrower setting forth Administrative Agent’s determination of any Consequential Loss, which notice shall be given by the Borrower no later than (i) conclusive and binding in the case absence of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior manifest error. Administrative Agent reserves the right to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date provide interim calculations of such prepayment and shall promptly be transmitted by Consequential Loss in any notice of default or notice of sale for information purposes, but the Administrative Agent to each exact amount of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans such Consequential Loss shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial calculated only upon the actual prepayment of LIBOR Term Loans Rate Principal as described herein. The Consequential Loss shall be included in the total indebtedness secured by the Mortgage for all purposes, including in connection with a foreclosure sale. Administrative Agent may include the amount of the Consequential Loss in any credit bid Administrative Agent may make at a foreclosure sale. Administrative Agent shall have no obligation to purchase, sell and/or match funds in connection with the funding or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce maintaining of the outstanding LIBOR Term Loans Loan or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment portion thereof. The obligations of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to Borrower under this Section 5.1 on shall survive any day other than termination of the last day Loan Documents and payment of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(esNote(s) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment waived by any delay by Administrative Agent in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to seeking such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendercompensation.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject except as otherwise provided in this Agreement, and the right to Section 2.20)allocate such prepayments to Tranche A Term Loans, Tranche B Term Loans, Incremental Term Loans of a given Tranche, Revolving Loans and/or Swingline Loans as such Borrower elects, in whole or in part part, at any time and from time to time on the following terms and conditions: (ai) the an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Tranche A Term Loans, Tranche B Term Loans, U.S. Borrower Incremental Term Loans under a given Tranche, Bermuda Borrower Incremental Term Loans under a given Tranche, U.S. Borrower Multicurrency Facility Revolving Loans, Bermuda Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Dollar Facility Revolving Loans, Bermuda Borrower Dollar Facility Revolving Loans, U.S. Borrower Multicurrency Facility Swingline Loans, Bermuda Borrower Multicurrency Facility Swingline Loans, U.S. Borrower Dollar Facility Swingline Loans and/or Bermuda Borrower Dollar Facility Swingline Loans, the amount and currency (or currencies) of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid and, in the case of LIBOR Euro Rate Loans (other than Swingline Loans) ), the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon prior to 2:00 P.M. (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans (other than Dollar Facility Swingline Loans), (y) the date of such prepayment in the case of Swingline Loans, provided such notice is given prior to 10:00 A.M. (New York time) and shall (z) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Euro Rate Loans (other than Euro Denominated Swingline Loans) and shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.;

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR SOFR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR SOFR Loans), 12:00 noon (New York City timethree(3) one U.S. Government Securities Business Day Days prior to or and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) SOFR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding SOFR Loans at such time, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate principal amount of outstanding ABR Loans at least $1,000,000such time; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit such SOFR Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) Type and Type(s) Class of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to Section 5.1 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, Cancellations Voluntary prepayments and cancellations will be permitted without premium or penalty (but penalty, subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the an agreed minimum amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts payment of applicable to such Class in such order as break costs. Voluntary prepayments or cancellations may not be made before the Commercial Operation Date unless the Intercreditor Agent receives a certificate (confirmed by the independent technical consultant of the Lenders) from the Borrower may determine or, if confirming that there will not so specified be a funding shortfall following such prepayment or cancellation. The cancellation must not have a material adverse effect on or prior the ability of the Borrower to the time of such voluntary prepayment, ratably in direct order of maturity to fund the remaining amortization payments expenditure required to be made achieve the Commercial Operation Date by the Commercial Operation Longstop Date. The amount prepaid or cancelled by the Borrower pursuant will be applied in reduction of scheduled instalments under the Senior Debt on a pro rata basis. Amounts prepaid or cancelled in respect of the Senior Debt will not be available for redrawing. Finance Agreements The Finance Agreements will comprise: Senior Facility Agreements; the Common Terms Agreement;1 [the Intercreditor Agreement2;] the Accounts Agreement; the Equity Support Agreement; each Security Document; each Senior Hedging Agreement, if any; each Direct Agreement as listed in the Key Information Table; any fee letters; and any other document designated as such by the Intercreditor Agent and the Borrower. Project Agreements The Project Agreements will comprise: the PPA and any related Buyer payment guarantee and credit support; the implementation agreement for the Project between the Borrower and the Government (the Implementation Agreement) and any related Government guarantee provided in respect of the Project; the interconnection agreement for the connection of the Facility to Section 2.5(bthe Grid between the Borrower and the Network Operator3 (the Grid Connection Agreement); the engineering and procurement contract (the Supply Agreement) or any replacement thereof for the terms design and engineering of the Facility and the supply of the key equipment forming the PV System (as defined in the Supply Agreement) to be used in the Facility between the Borrower and a supply contractor (the Supplier) and any Other Term Loans entitled related manufacturer warranty, parent company guarantee, performance bonds and other performance security; the installation agreement for the installation, commissioning and testing of the Facility and the completion of the balance of plant for the Project (the Installation Agreement) or any replacement thereof between the Borrower and an installation contractor (the Installation Contractor) and any related manufacturer warranty, parent company guarantee, performance bonds and other performance security; the operation and maintenance agreement (the O&M Agreement) or any replacement thereof between the Borrower and an operation and maintenance contractor (the O&M Contractor) with respect to the operation and maintenance of the Facility and any related manufacturer warranty, parent company guarantee, performance bonds and other performance security; the Land Agreement or other agreement securing the land rights of the Borrower in respect of the Site (if any); the technical and management services agreement (if any); and any other document designated as such prepayment. At by the Facility Agent and the Borrower’s election . Major Project Participants The Major Project Participants shall comprise: the Supplier and the Installation Contractor and any parent company of each of the Supplier and the Installation Contractor providing a parent company guarantee, until the later of the date (a) upon which the final warranty period under the Supply Agreement or the Installation Agreement as applicable expires; or (b) upon which the Supplier or the Installation Contactor or any parent company of each of the Supplier and the Installation Contractor providing a parent company guarantee has no further actual or contingent liabilities under such contract or guarantee); from the Commercial Operation Date, the O&M Contractor and any parent company of the O&M Contractor providing a parent company guarantee until the date on which the O&M Contractor or the parent company of the O&M Contractor providing a parent company guarantee has no further actual or contingent liabilities under such contract or guarantee; and any other party which is designated as such by the Borrower and the Facility Agent.4 The Borrower shall be entitled, with the prior written consent of the Facility Agent, to replace Major Project Participants. Security Documents5 The security6 for the Lenders will include security interests with respect to the rights, title and interest of the Borrower (or the Shareholders, as applicable) in connection with the following collateral (subject in each case to appropriate modification taking into consideration the specific features or requirements of the Project and what is practicable in the jurisdiction of the Project and the security providers, taking account of cost considerations): the Project Accounts and Permitted Investments (as such term is defined in the Key Information Table), other than any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.distributions account;

Voluntary Prepayments. The Each Borrower shall have may, at its option, prepay the right Loans made to prepay Term such Borrower without premium or penalty, (x) in the case of Revolving Loans and Revolving Credit Swing Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole full at any time or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymenttime, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (iy) in the case of Term Negotiated Rate Loans, Bid Loans and Individual Currency Loans, in full at any time, in each case by notifying the Administrative Agent in writing at least three Business Days prior to the proposed prepayment date, identifying the Loans to be prepaid as Revolving Loans, Swing Line Loans, Negotiated Rate Loans, Bid Loans or Revolving Credit Individual Currency Loans (other than Revolving Credit and specifying whether the Loans that are to be prepaid consist of ABR Loans)Advances, 12:00 noon (New York City time) one Business Day prior Eurodollar Advances, Core Currency Euro Advances or Swing Line Negotiated Rate Advances, or a combination thereof, the amount to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, be prepaid and the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans prepayment. Such notice shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment irrevocable and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that specified, together with accrued interest to the Borrower may rescind any date of such notice if payment on the amount prepaid. Upon receipt of such prepayment would have resulted from a refinancing notice, the Administrative Agent shall promptly notify each Lender thereof in the case of all of the then outstanding Revolving Loans, which refinancing shall not be consummated the Swing Line Lender in the case of Swing Loans and the applicable Lender or shall otherwise be delayedLenders in the case of Bid Loans, Negotiated Rate Loans and Individual Currency Loans. Each partial prepayment in respect of Term Loans ABR Advances pursuant to this Section 5.1 subsection shall be (a) applied to in an aggregate principal amount of $100,000 or such Class amount plus a whole multiple of Term Loans $50,000 in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine excess thereof, or, if not so specified less, the outstanding principal balance of the ABR Advances. After giving effect to any partial prepayment with respect to Eurodollar Advances or Core Currency Euro Advances which were made (whether as the result of a borrowing or a conversion) on or prior to the time same date and which had the same Interest Period, the outstanding principal amount of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant Eurodollar Advances or Core Currency Euro Advances shall equal (subject to Section 2.5(b2.6) $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the terms Alternate Currency Equivalent of any Other Term Loans entitled to approximately $500,000 or such prepayment. At amount plus a whole multiple of approximately $100,000 in excess thereof in the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan case of a Defaulting Lenderprepayment of Core Currency Euro Advances).

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay Term Loans and Revolving Credit any Borrowing of Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: part, upon at least three Business Days’ prior written or facsimile notice (aor telephone notice promptly confirmed by written or facsimile notice) by the Borrower shall give the Administrative Agent at Representative to the Administrative Agent’s Office written notice ; provided, however, that each partial prepayment (or telephonic notice promptly confirmed other than of a Swingline Loan) shall be in writing) an amount which is in a minimum amount of its intent to make such prepayment$1,000,000 and integral multiples of $500,000 in excess thereof (or, if less, the aggregate outstanding amount of such which remains outstanding). Each prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans under this Section 2.9 (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) if in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. such prepayment results in a partial reduction in the Revolving Credit Commitments or a termination in the Revolving Credit Commitments pursuant to Section 2.8) shall be accompanied by the Borrowers’ payment of any prepayment fee if and to the extent required under Section 2.5(d). (b) In the event that the Revolving Credit Commitments are terminated, the Borrowers shall on the same day as, the date of such prepayment termination repay or prepay all its outstanding Swingline Loans and shall promptly Revolving Credit Borrowings, reduce the Letter of Credit Exposure to zero and cause all Letters of Credit to be transmitted by canceled and returned to the Administrative Agent to each Letter of Credit Issuer. In the event of any partial reduction of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of Commitments, then (i) at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time effective date of such voluntary prepaymentreduction, ratably in direct order of maturity to the remaining amortization payments required to be made by Administrative Agent shall notify the Borrower pursuant to Section 2.5(bRepresentative, the Swingline Lender and the Revolving Lenders of the Total Revolving Credit Exposure and (ii) or the terms of any Other Term Loans entitled if after giving effect to such prepayment. At reduction, the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Total Revolving Credit Loan Exposure would exceed the Total Revolving Commitment Amount, then the Borrowers shall, on the date of such reduction, as applicable, repay or prepay Revolving Credit Borrowings or repay or prepay Swingline Loans or reduce the Letter of Credit Exposure (which for purposes of this clause (ii) may include cash collateralization of Letter of Credit Exposure in a Defaulting Lendermanner consistent with Section 2.18(c)(i)), in an aggregate amount sufficient to eliminate such excess.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, including Term Loans, other than as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR LIBORSOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one (i) in the case of LIBORSOFR Loans, three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBORSOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000; excess thereof, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBORSOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit LIBORSOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit such LIBORSOFR Loans; , and (c3) in the case of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBORSOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall make set forth in reasonable detail the basis for requesting such prepayment and amount), pay to the payment amount specified in Administrative Agent for the account of such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind Lender any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedamounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine specify and (b) applied to reduce Initial Term Loan Repayment Amounts applicable Amounts, any New Term Loan Repayment Amounts, and, subject to such Class Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentspecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) In the event that, on or prior to the six-month anniversary of the Amendment No. 4 Effective Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans LIBOR Loans, three (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time3) one Business Day Days prior to or the date of such prepayment and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) LIBOR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding LIBOR Loans at such time, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate principal amount of outstanding ABR Loans at least $1,000,000such time; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of of, including any breakage costs as set forth in, Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Type of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to Section 5.1 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or other transactions), 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.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term or cause to be prepaid the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time without premium or penalty (other than the costs described in Section 3.5, if applicable) on the following terms and conditions: (a) Company or the applicable Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of its intent to make prepay Loans to it, whether such prepaymentLoans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch ​ ​ ​ prepayment is to be applied, which notice shall be given by Company or the applicable Borrower no later than (i) in to the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), Administrative Agent by 12:00 noon (New York City time) one at least 3 Business Days prior in the case of SOFR Loans, Eurocurrency Loans and RFR Loans, at least 1 Business Day prior to or in the case of Base Rate Loans and by 11:00 a.m. (iiNew York City time) in the case of Revolving Credit Swing Line Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000equal to the Minimum Borrowing Multiple or, if less, the entire principal amount thereof then outstanding; provided that no partial prepayment of LIBOR Term Eurocurrency Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and applicable thereto; (c) any prepayment of LIBOR Term Eurocurrency Loans or LIBOR Revolving Credit and SOFR Loans may only be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5; (d) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Borrowing of Revolving Loans pursuant to this Section 5.1 under any Revolving Facility shall be (a) applied to pro rata among the Revolving Loans comprising such Class of Term Loans in Borrowing under such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orRevolving Facility; provided, if not so specified on or prior to the time of such voluntary prepaymenthowever, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender under any Revolving Facility at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender under such Revolving Facility exceeds such Non-Defaulting Lender’s Revolver Pro Rata Share of all Revolving Loans then outstanding under such Revolving Facility; (e) each voluntary prepayment of Term Loans pursuant to this Section 4.3 shall be applied as directed by the applicable Borrower to any or all of the remaining Scheduled Term Repayments of any or all of the Term Facilities (in the amounts designated by such Borrower); provided that in the absence of direction from the applicable Borrower, the Administrative Agent shall apply such prepayment to the remaining Scheduled Term Repayments in direct order of maturity on a pro rata basis across all Term Facilities; and (f) each notice of prepayment shall be irrevocable; provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or any other financing, sale, acquisition or other transaction or event. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent.

Voluntary Prepayments. The Borrower shall have the right to prepay Term all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, if less) and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the entire outstanding balance, if less), in whole or in part from time to time on the following terms and conditions: any Banking Day; provided that (a) in the event of prepayment of any LIBO Rate Loan, whether voluntary (including payments pursuant to Section 2.10 hereof) or on account of acceleration (i) Borrower shall give must provide three (3) Banking Days notice to the Administrative Agent prior to making such prepayment, and (ii) Borrower must, at the Administrative Agent’s Office time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits); provided that such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being prepaid) shall, promptly after being notified of such payment, send written notice (“Funding Loss Notice”) to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or telephonic notice promptly confirmed in writing) writing of its intent to make such prepayment, the amount of such prepayment and (in Funding Losses. A determination by a Syndication Party as to the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans amounts payable pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderconclusive absent manifest error.

Voluntary Prepayments. The No Prepayment Prior to Third Anniversary --------------------------------------------- . Borrower shall have may not, under any circumstance, prepay the right Loan prior to the third anniversary of the Closing Date. Full Prepayment ---------------- . After the third anniversary of the Closing Date, Borrower may prepay Term Loans and Revolving Credit Loansthe Loan in whole, but not in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make part. For any such prepayment, the amount Borrower shall provide Lender written notice of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no not later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day 30 days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment prepayment, and shall promptly be transmitted by such written notice must state that Borrower intends to prepay the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 Loan and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify must provide the date and amount of on which such prepayment and the Class(es) and Type(s) of Loans to will be prepaidmade. If such notice is given Borrower shall, on the prepayment date set forth in such notice, prepay the full outstanding principal amount of the Loan (including any principal that was added to the Loan pursuant to Section ------- 2.3(a)), all accrued and unpaid interest on the Loan and all other Obligations --- then due and owing under this Agreement or any other Loan Document. Partial Prepayment ------------------- . After the third anniversary of the Closing Date, Borrower may with the approval of Lender (which approval may be withheld in the sole and absolute discretion of Lender) make a partial prepayment of the Loan; provided that such partial prepayments may not be requested more frequently than quarterly and may not be requested for a principal amount less than $4,000,000. For any such prepayment, Borrower shall provide Lender written notice of such prepayment not later than 30 days prior to the date of such prepayment, and such written notice must state that Borrower desires to prepay the Loan and must provide the date on which such prepayment will be made, if approved by Lender. If such notice is given and the BorrowerLender approves such prepayment, Borrower shall, on the prepayment date set forth in such notice, prepay the principal amount of the Loan approved by Lender and all accrued and unpaid interest on such principal amount. If Borrower makes such prepayment, each future payment required under Section 2.3(a) shall be reduced by a percentage equal to (i) the amount of such prepayment, divided by (ii) the then-outstanding principal amount of the Loan (including any principal that was added to the Loan pursuant to Section 2.3(a)). Yield Maintenance Premium --------------------------- . If, for any reason, the Loan is involuntarily prepaid prior to the third anniversary of the Closing Date (including, by reason of an acceleration following the occurrence of an Event of Default but excluding by reason of a Change of Control), Borrower shall, concurrently with such prepayment, pay to Lender an amount equal to the greater of (x) 1% and (y) the positive difference, if any, between (i) the net present value of the remaining payments of principal and interest (including the payment on the Maturity Date) discounted at the Reinvestment Rate expressed in monthly terms (not compounded), determined one Business Day prior to such prepayment, and (ii) the principal amount of the Loan, as at the date of such prepayment. Payments and Computations. --------------------------- Payments -------- . Borrower shall make such prepayment and the each payment amount specified in such notice shall be due and payable hereunder not later than 2:00 p.m. (Los Angeles, California time) on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing day when due in Dollars to Lender at its address referred to in Section 7.3 in same day funds. ------------ Computations ------------ . All computations of all of the then outstanding Loans, which refinancing interest shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by Lender on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest are payable. Payment on Business Day -------------------------- . Whenever any payment under this Agreement or the other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be. Right of First Offer to Finance ------------------------------------ . So long as any Obligation (other than an Unmatured Surviving Obligation) shall remain unpaid, if Borrower pursuant or any of its Subsidiaries desires to Section 2.5(bFinance any of its Health Care Facilities or other property (including to refinance any loan or other financing arrangement of Borrower or any of its Subsidiaries), including any financing done in the form of a sale/leaseback transaction (each such financing or refinancing, a "Financing Transaction"), then Lender shall --------------------- have a right of first offer to Finance such Health Care Facility or other property or to refinance such loan or other financing arrangement (such right, the "Right of First Offer"). The Right of First Offer shall be continuing and --------------------- shall not terminate until the date Lender exercises such right and Finances such Financing Transaction or elects not to provide a Lender Finance Proposal. The following provisions shall govern such rights and such Financing: Request to Provide Offer to Finance ---------------------------------------- . For so long as the Right of First Offer has not expired, for every Financing Transaction which is proposed to be Financed in whole or in part by a third-party, Borrower shall deliver to Lender a written request for Lender to provide a written proposal to Finance a Financing Transaction. Such written request shall set forth the property(ies) and/or construction plans which is (are) the subject of such written request, the amount requested to be Financed, the requested term of the loan or lease, the collateral available to secure the loan, and such other information pertaining to the terms and conditions of the proposed Financing as Lender may reasonably request (each such written request to provide a written proposal containing the foregoing information, a "Request ------- to Provide Offer to Finance"). ------------------------------ Election to Finance --------------------- . Lender shall have 20 days from the date of receipt of the Request to Provide Offer to Finance (the "Review Period") to determine whether or not -------------- Lender will provide a written proposal to Finance. During the applicable Review Period, Borrower shall cooperate and shall cause the applicable Subsidiary to cooperate with Lender and shall use reasonable efforts to provide Lender with such further information as Lender may reasonably require with respect to the applicable Request to Provide Offer to Finance. No Election ------------ . Lender shall be deemed to have declined to exercise the Right of First Offer with respect to a Request to Provide Offer to Finance if Lender fails to provide a written proposal to Finance (each such proposal, a "Lender Finance -------------- Proposal") within the applicable Review Period. Each Lender Finance Proposal ----- shall contain the material terms under which Lender proposes to provide the proposed Financing, including the amount to be Financed, the term of the loan or lease, as applicable, the interest rate or lease rate, as applicable, the amounts and schedule of principal and interest payments or rental amounts, as applicable, the terms of any Other Term Loans entitled prepayment or yield maintenance provisions, any loan recourse provisions, any "due on" provisions and related transfer restrictions, the collateral to such prepayment. At secure the Borrower’s election loan, whether or not a guaranty of the loan or lease is required, any cross-default or cross-collateralization provisions and any fees and other costs to be charged in connection with the proposed Financing. Borrower's Election to Finance --------------------------------- . With respect to each Request to Provide Offer to Finance, if Lender declines (or is deemed to have declined its right) to provide a Lender Finance Proposal, Borrower and/or the applicable Subsidiary may elect to Finance such Finance Transaction with any prepayment pursuant third party provided, however, that Borrower or the -------- ------- applicable Subsidiary shall have closed escrow with respect to such Finance Transaction within 6 months after the expiration of the applicable Review Period. With respect to each Request to Provide Offer to Finance, if Lender provides a Finance Proposal then Borrower and/or the applicable Subsidiary may Finance such Finance Transaction with any third party only if (i) such Finance Transaction is consummated on financing terms and conditions less favorable to such third party than those set forth in such Lender Finance Proposal, and (ii) Borrower or the applicable Subsidiary shall have closed escrow with respect to such Finance Transaction within 6 months after the expiration of the applicable Review Period. If, within either such 6 month period, Borrower or the applicable Subsidiary fails to close such Finance Transaction in accordance with the terms set forth in this Section 5.12.6(d), then the Right of First Offer with -------------- respect to such prepayment Finance Transaction shall not be applied reinstated, and Lender shall have the review and financing rights for such Finance Transaction as set forth in this Section 2.6. ------------ Taxes. ----- Net Payments ------------- . Any and all payments by Borrower under this Agreement and the other Loan Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, any taxes imposed on --------- Lender's net income (whether denominated as a franchise or capital stock or other tax) or net worth (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If Borrower shall be required by law to deduct any Term Taxes from or ----- in respect of any sum payable under this Agreement or any other Loan or Revolving Credit Loan of a Defaulting Document to Lender., (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.7) Lender receives an amount equal to the sum ----------- it would have received had no such deductions been made; (

Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject to Section 2.201.11), and the right to allocate such prepayments to Loans of a given Tranche, as such Borrower elects, in whole or in part part, at any time and from time to time on the following terms and conditions: (ai) the an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, specifying the Tranche or Tranches of the Loans to be prepaid, the amount Types of such prepayment and (Loans to be repaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon prior to 2:00 P.M. (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans and (y) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (bii) each partial prepayment applied to any Tranche of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than $5,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond the Minimum Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing Amount for LIBOR Term shall be applied pro rata among such Loans or LIBOR Revolving Credit Loansmade pursuant to such Borrowing; and and (civ) any each prepayment of LIBOR Term principal of Loans or LIBOR Revolving Credit Loans of a given Tranche pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 4.01 shall be subject applied to compliance by reduce the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all then remaining Scheduled Repayments of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class respective Tranche of Term Loans in such the manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the applicable Borrower pursuant to Section 2.5(b) or in the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any applicable prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendernotice.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject except as otherwise provided in this Agreement, and the right to Section 2.20)allocate such prepayments to Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Incremental Term Loans of a given Tranche, Revolving Loans and/or Swingline Loans as such Borrower elects, in whole or in part part, at any time and from time to time on the following terms and conditions: (ai) the an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, U.S. Borrower Incremental Term Loans under a given Tranche, Bermuda Borrower Incremental Term Loans under a given Tranche, U.S. Borrower Multicurrency Facility Revolving Loans, Bermuda Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Dollar Facility Revolving Loans, Bermuda Borrower Dollar Facility Revolving Loans, U.S. Borrower Multicurrency Facility Swingline Loans, Bermuda Borrower Multicurrency Facility Swingline Loans, U.S. Borrower Dollar Facility Swingline Loans and/or Bermuda Borrower Dollar Facility Swingline Loans, the amount and currency (or currencies) of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid and, in the case of LIBOR Euro Rate Loans (other than Swingline Loans) ), the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon prior to 2:00 P.M. (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans (other than Dollar Facility Swingline Loans), (y) the date of such prepayment in the case of Swingline Loans, provided such notice is given prior to 10:00 A.M. (New York time) and shall (z) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Euro Rate Loans (other than Euro Denominated Swingline Loans) and shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.;

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: conditions and subject to clause (b) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day (or, in the case of LIBOR Loans, three Business Days) prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loans in whole or in part from time to time time, without premium or penalty, on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s 's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (and, in the case of LIBOR Reserve Adjusted Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000500,000 and integral multiples of $100,000 in excess of that amount; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof) shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit LoansAmount; and (ciii) any prepayment of LIBOR Term Reserve Adjusted Eurodollar Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 3.01 on any day other than the last day of an Interest Period applicable thereto thereto. Voluntary prepayments of Term Loans shall be subject applied to compliance the prepayment of the outstanding principal amount of Term Loans pro rata between the A Term Loans and the B Term Loans. Voluntary prepayments of Loans under the A Term Loan Facility shall be applied to the prepayment of the outstanding principal amount of A Term Loans pro rata to all remaining Scheduled A Term Loans Principal Payments such that each Scheduled A Term Loans Principal Payment then remaining shall be reduced by an amount equal to the Borrower with product of (A) such payment and (B) a fraction of which the applicable provisions of Section 2.12. Each such notice shall specify numerator is equal to the date and amount of such prepayment Scheduled A Term Loans Principal Payment then remaining and the Class(es) and Type(s) denominator is equal to the amount of all Scheduled A Term Loans Principal Payments remaining. Voluntary prepayments of Loans to be prepaid. If such notice is given by under the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce B Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment Facility shall not be applied to any the prepayment of the outstanding principal amount of B Term Loan or Revolving Credit Loan Loans pro rata to all remaining Scheduled B Term Loans Principal Payments such that each Scheduled B Term Loans Principal Payment then remaining shall be reduced by an amount equal to the product of (A) such payment and (B) a Defaulting Lenderfraction of which the numerator is equal to the amount of such Scheduled B Term Loans Principal Payment then remaining and the denominator is equal to the amount of all Scheduled B Term Loans Principal Payments remaining.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice substantially in the form of Exhibit M hereto (or telephonic notice promptly confirmed in writingwriting in such form) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 12:00 p.m. (Houston, Texas time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR LIBOR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) LIBOR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding LIBOR Loans at such time, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate principal amount of outstanding ABR Loans at least $1,000,000such time; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Type of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender.

Voluntary Prepayments. The (a) Unless otherwise provided in a ---------------------- Tranche C Supplement with respect to Tranche C Term Loans under a Tranche C Term Loan Sub-Facility, the Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (ai) the Borrower shall give the Administrative Agent prior to 2:00 P.M. (New York time) at the Administrative Agent’s its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Eurodollar Loans, whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 500,000 (or $100,000 in the case of Swingline Loans), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any -------- Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) at the time of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 4.01 on any day date other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall make such pay the amounts required pursuant to Section 1.11; (vi) each voluntary prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be 4.01 (a) applied except pursuant to such Class of Term Loans in such manner as the Borrower may determine and clause (b) below) shall be applied to reduce the Tranche A Term Loan Repayment Amounts applicable to such Class Loans, the Tranche B Term Loans, and the Tranche C Term Loans on a pro rata basis (based upon the then outstanding --- ---- principal amount of Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans); and (v) each prepayment in such order as the Borrower may determine or, if not so specified on or prior to the time respect of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be any Loans made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to a Borrowing shall be applied pro rata among such prepayment. At Loans, provided that at the Borrower’s 's --- ---- -------- election in connection with any prepayment pursuant to this Section 5.1of Revolving Loans, such prepayment shall not be applied to any Term Loan or the prepayment of Revolving Credit Loan Loans of a Defaulting LenderBank. Unless otherwise provided in a Tranche C Supplement with respect to Tranche C Term Loans under a Tranche C Term Loan Sub-Facility, each prepayment of principal of any Tranche B Term Loans or Tranche C Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments of such respective Tranche of Term Loans pro rata based upon the then remaining --- ---- principal amounts of the Scheduled Repayments of such Tranche after giving effect to all prior reductions thereto. (b) In the event of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b), the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and all other amounts owing to such Bank in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of any Loans of any Bank pursuant to this Section 4.01(b) the Commitments of such Bank are terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this Section 4.01(b) have been obtained.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to other than as set forth in the last sentence of this Section 2.205.1), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lendersapplicable Lenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; , and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class Amount in such order as the Borrower may determine or, if and may be applied to any Class of Term Loans as directed by the Borrower; provided that the Borrower may not so specified on or prior prepay Extended Term Loans of any Extension Series pursuant to the time of this Section 5.1 unless such voluntary prepayment is accompanied by at least a pro rata prepayment, ratably based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). For the avoidance of doubt, the Borrower may prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the Repayment Amounts in direct order of maturity maturity. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment5.2(c). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. In the event that, on or prior to the second anniversary of the Restatement Effective Date, the Borrower (x) makes any prepayment of 2016 Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable 2016 Term Lender, (I) in the case of clause (x), a prepayment premium of (1) on or prior to the first anniversary of the Restatement Effective Date, 2% or (2) subsequent to the first anniversary of the Restatement Effective Date but on or prior to the second anniversary of the Restatement Effective Date, 1%, in each case of the aggregate principal amount of the 2016 Term Loans being prepaid and (II) in the case of clause (y), a payment equal to (1) on or prior to the first anniversary of the Restatement Effective Date, 2% or (2) subsequent to the first anniversary of the Restatement Effective Date but on or prior to the second anniversary of the Restatement Effective Date, 1%, in each case of the aggregate principal amount of the 2016 Term Loans outstanding immediately prior to such amendment.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to may at any time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office --------------------- least five days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than Lender (i) in voluntarily prepay all or part of either of the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each voluntarily prepay all or part of the relevant LendersRevolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (bA) each partial prepayment of any Borrowing of Term Loans such prepayments or Revolving Credit Loans reductions shall be in a multiple -------- minimum amount of $100,000 1,000,000 and integral multiples of $500,000 in an aggregate principal amount excess of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR such amount, (B) the Revolving Credit Loans made pursuant to a single Borrowing Loan Commitment shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; greater of (1) $10,000,000 and (c2) the L/C Sublimit, and (C) if all or any part of any such prepayment is applied to reduce the then outstanding principal amount of LIBOR Term Loan B, then, after giving effect to such prepayment, Borrower shall have Net Borrowing Availability of not less than $2,000,000. Borrower may at any time on at least ten days' prior written notice to Lender terminate the Revolving Loan Commitment; provided, that upon such termination -------- all Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day and other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date immediately due and amount of such prepayment payable in full and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make arrangements, in accordance with the terms and conditions of Annex B, for the satisfaction of any outstanding Letter of Credit Obligations. ------- Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by payment of the fee required by Section 1.9(c), if any, Lender's out-of-pocket expenses, and payment of any ------------- LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such --------------- prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a -------- permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment and the payment amount specified in such notice shall is to be due and payable on the date specified thereinapplied; provided provided, that the Borrower may rescind any such notice if such partial prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be -------- A made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any prepay the scheduled installments of Term Loan or Revolving Credit Loan A in inverse order of a Defaulting Lendermaturity.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be 120 LPL – A&R Credit Agreement transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class in such order as the Borrower may determine orand may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, if the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not so specified on specify the order in which to apply prepayments to reduce Repayment Amounts or prior as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction with respect to the Initial Term Loans that is consummated prior to the date that is six months following the Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Initial Term Loans, a fee in an amount equal to 1.0% of (i) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Initial Term Loans prepaid (or exchanged) in connection with such Repricing Transaction, and (ii) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of all the Initial Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but penalty, subject to Section 2.20)clause (c) below, in whole or in part from time to time on the following terms and conditions: : (a) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower Borrowers no later than 3:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR LIBOR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asone Business Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000; excess thereof, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) in the case of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto thereto, the Borrowers shall, after receipt of a written request by any applicable Lender (which request shall be subject set forth in reasonable detail the basis for requesting such amount), pay to compliance by the Borrower with Administrative Agent for the applicable provisions of Section 2.12. Each such notice shall specify the date and amount account of such prepayment and the Class(esLender any amounts required to compensate such Lender for any loss, cost or expense (excluding loss of anticipated profits) and Type(s) of Loans to be prepaid. If such notice is given actually incurred by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all reason of the then outstanding Loans, which refinancing shall not be consummated liquidation or shall otherwise be delayed. reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Loan. (b) Each prepayment in respect of Term any Loans pursuant to this Section 5.1 shall be (a) applied to such the Class of Term Loans in such manner or Classes as the Borrower Borrowers may determine specify and (b) applied to reduce Term Loan Repayment Amounts applicable to such within each Class in such order as the Borrower Borrowers may determine orspecify. Notwithstanding the foregoing, if the Borrowers may not so specified on or prior to repay Extended Loans and permanently reduce the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms corresponding Extended Commitments of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, Extension Series unless such prepayment shall not be applied to any Term Loan is accompanied by a pro rata repayment of Loans and permanent reduction of the corresponding Commitments of the Existing Class from which such Extended Loans and Extended Commitments were converted (or Revolving Credit Loan such Loans and Commitments of a Defaulting Lenderthe Existing Class have otherwise been repaid and terminated in full).

Voluntary Prepayments. The Parent Borrower shall have the right to prepay Revolving Loans or Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject except for amounts payable to Section 2.201.11), in whole or in part part, from time to time on the following terms and conditions: : (ai) the Parent Borrower shall give the Administrative Agent at the Administrative Agent’s Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, specifying whether such prepaymentLoans are Tranche 1 Revolving Loans, Tranche 3 Revolving Loans, Tranche 1 Term Loans or Tranche 3 Term Loans, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given received by the Borrower no later than Administrative Agent (ix) in the case of Term Loans or Revolving Credit Loans (other Base Rate Loans, no later than Revolving Credit Loans that are ABR Loans), 12:00 noon 11:00 A.M. (New York City time) one Business Day prior to the date of such prepayment, or (iiy) in the case of Revolving Credit Loans that are ABR Eurodollar Loans, 10:00 a.m. on the same day as, at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no partial prepayment of LIBOR Term any Loans or LIBOR Revolving Credit shall reduce the aggregate principal amount of the Loans outstanding under a single Tranche to an amount less than $1,000,000; (iii) each prepayment in respect of any Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit be applied pro rata among such Loans; (iv) prepayments of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 4.01 may only be made on any day other than the last day of an Interest Period applicable thereto shall unless concurrently with such prepayment any payments required to be subject made pursuant to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount 1.11 as a result of such prepayment are made; (v) each prepayment of Revolving Loans pursuant to this Section 4.01 shall consist of a pro rata prepayment of Tranche 1 Revolving Loans and Tranche 3 Revolving Loans on the basis of the Tranche 1 Revolving Percentage and the Class(es) and Type(s) Tranche 3 Revolving Percentage, in each case at the time of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment; and (vi) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 4.01 shall be (a) applied to such Class consist of a pro rata prepayment of Tranche 1 Term Loans in and Tranche 3 Term Loans based on the outstanding principal amount of such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to Loans at the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right right, upon notice to the Agent, to prepay Term Revolving Committed Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), the Single-Draw Loan in whole or in part from time to time on the following terms and conditions: (atime; provided, however, that ) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in such notice must be received by the case of Term Loans or Revolving Credit Loans Agent not later than 11:00 a.m. (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City timeA) one three Business Day Days prior to or any date of prepayment of Eurodollar Rate Loans and (iiB) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment of Base Rate Loans, and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans such Loan shall be in a multiple of $100,000 and in an aggregate minimum principal amount of at least $1,000,000; provided that no partial prepayment 2,000,000 and integral multiples of LIBOR Term $500,000 (or, if less, the full remaining principal amount of Revolving Committed Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12Single-Draw Loan, as applicable, then outstanding). Each such notice shall specify the date and amount of such prepayment and prepayment, the Class(es) and Type(s) Class of the Loans being repaid, whether such Loans to be prepaid are Base Rate Loans or Eurodollar Rate Loans, and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.12. Each such prepayment shall be applied to the Revolving Committed Loans or Single-Draw Loan (as applicable) of the Lenders in accordance with their respective Revolving Commitment Percentage or Single-Draw Commitment Percentages, as applicable. Any prepayment of the Single-Draw Loan shall be applied ratably to the remaining principal amortization payments. Notwithstanding the foregoing, the Borrower may rescind or postpone any such notice of prepayment if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which Credit Agreement and such refinancing shall is not be consummated or shall otherwise be is delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have Borrowers may, upon one Business Day’s notice, prepay the right outstanding principal of the Loan prior to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)the Maturity Date, in whole or in part from time to time part; provided, however if the entire principal balance of the Loan is repaid on the following terms and conditions: or before (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentDecember 31, 2003, the amount Borrowers shall pay a prepayment fee equal to the lesser of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in one and one-half per cent (1.5%) of the case aggregate principal of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)the Loan advanced hereunder through June 30, 12:00 noon (New York City time) one Business Day prior to 2003 or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; Twenty Two Thousand Five Hundred Dollars ($22,500.00) or (b) each partial December 31, 2004, the Borrowers shall pay a prepayment fee equal to the lesser of any Borrowing (i) one per cent (1%) of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an the aggregate principal amount of at least the Loan advanced hereunder through June 30, 2003, or (ii) Fifteen Thousand Dollars ($1,000,00015,000.00). Borrowers shall pay the fee within ten (10) Business Days following the date that a prepayment fee becomes due. The Borrowers and Guarantor stipulate that any prepayment fee which may accrue pursuant to Clause 2.6 (a) is compensation to Lender for services performed separate and apart from the lending of money or the provision of credit pursuant to the Loan Documents. The Lender will waive any prepayment fee that may otherwise become due under the Agreement if the Loan is repaid pursuant to a new credit facility hereafter established by Lender for the benefit of the Borrowers; provided that no partial prepayment nothing contained in any of LIBOR Term Loans the Loan Documents is intended or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject construed as a commitment or obligation for Lender to compliance by establish a new credit facility for the Borrower with the applicable provisions Borrowers. A notice of Section 2.12. Each such notice prepayment shall specify the date and amount constitute a binding obligation of such Borrowers to make a prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified stated therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing . Prepayments of all principal of the then outstanding Loans, which refinancing Loan shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan principal installments in inverse order of a Defaulting Lendermaturity, and may not be re-borrowed.

Voluntary Prepayments. The Borrower shall have the right to prepay Term DIP Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR DIP Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (Dallas, Texas time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR LIBOR DIP Loans), 12:00 noon (New York City time) one three Business Day Days prior to or such payment and (ii) in the case of Revolving Credit ABR DIP Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) LIBOR DIP Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding LIBOR DIP Loans at such time, and (ii) any ABR DIP Loans shall be in a minimum amount of $500,000 and in an multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate principal amount of outstanding ABR DIP Loans at least $1,000,000such time; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit DIP Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit DIP Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount $1,000,000 for such LIBOR Term Loans or LIBOR Revolving Credit DIP Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit DIP Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Type of DIP Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans Prepayments made pursuant to this Section 5.1 shall be applied in the manner set forth in Section 2.15(f) for so long as any Lender is a Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.1 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (a) applied to including the effectiveness of other credit facilities), in which case such Class of Term Loans in such manner as notice may be revoked by the Borrower may determine and (b) applied by written notice to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied; provided that any notice of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be prepayment made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment 5.1 shall not be applied subject to any Term Loan or Revolving Credit Loan applicable breakage costs described in Section 2.11 incurred as a result of any conversion of LIBOR DIP Loans in anticipation of such a Defaulting Lenderprepayment.

Voluntary Prepayments. The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: without premium or penalty; provided that (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written such notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall must be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to each any date of prepayment of LIBOR Borrowings, and (ii) on the relevant Lendersdate of prepayment of Adjusted Base Rate Borrowings; and (b) each partial any voluntary prepayment of any Borrowing of the Term Loans or Revolving Credit Loans Loan shall be in a multiple of $100,000 and in an aggregate principal amount of at least not less than One Million Dollars ($1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12). Each such notice shall specify the date and amount of such prepayment and and, if LIBOR Borrowings at the Class(es) and Type(s) of Loans Adjusted LIBOR Rate are to be prepaid, the Interest Period(s) of such LIBOR Borrowings. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Term Loan Commitment Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . Any prepayment of a LIBOR Borrowing at the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 Adjusted LIBOR Rate shall be (a) applied to such Class of Term Loans in such manner as accompanied by all accrued interest on the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine oramount prepaid, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments together with any additional amounts required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment2.07.3. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, Each such prepayment shall not be applied to any the Term Loan or Revolving Credit in accordance with the Term Loan Commitment Percentages of a Defaulting Lenderthe Lenders.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Rate Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Term SOFR Rate Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit SOFR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term SOFR Rate Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Rate Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class in such order as the Borrower may determine orand may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, if the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not so specified on specify the order in which to apply prepayments to reduce Repayment Amounts or prior as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction with respect to the Tranche B-1 Term Loans that is consummated prior to the date that is six months following the Fourth Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Tranche B-1 Term Loans, a fee in an amount equal to 1.0% of (i) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Tranche B-1 Term Loans prepaid (or exchanged) in connection with such Repricing Transaction, and (ii) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of all the Tranche B-1 Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. (b) [Reserved].

Voluntary Prepayments. The Borrower shall have may at any time on at least three (3) days’ prior notice to Agent and Lenders voluntarily prepay all of the right to prepay Term Loans and Revolving Credit LoansLoan. In addition, in each case, without premium or penalty (but subject to Section 2.20the following sentence, Borrower may at any time on at least three (3) days' prior written notice to Agent and Lenders voluntarily prepay part of the Term Loan; provided that any such partial prepayment shall be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Notwithstanding the preceding sentence, if Borrower has given notice of a voluntary partial prepayment of the Term Loan (such notice, a "Voluntary Partial Prepayment Notice"), in whole or in part from time any Term Lender holding a portion of the Term Loan may elect, by notice to time on Agent prior to the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent prepayment date, to make such prepayment, decline the amount of such voluntary partial prepayment and of the Term Loan to the extent it would be applied to prepay the portion of the Term Loan held by such declining Term Lender assuming none of the Term Lenders declined such prepayment (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madeaggregate amount, which notice shall be given if any, so declined by the Borrower no later than declining Term Lenders in respect of a Voluntary Partial Prepayment Notice, the "Declined Voluntary Prepayment Amount"), in which case (i) in respect of a Voluntary Partial Prepayment Notice Borrower may only prepay the Term Loan, and shall prepay the Term Loan, in each case in an amount equal to the amount of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or the voluntary partial prepayment specified in such Voluntary Partial Prepayment Notice less the Declined Voluntary Prepayment Amount in respect thereof and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans amount prepaid shall be in a multiple applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of $100,000 and in an aggregate principal amount of each Term Lender that did not decline such prepayment. In addition, Borrower may at any time on at least $1,000,00010 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that no partial prepayment of LIBOR Term upon such termination, all Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto Obligations shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable on the date specified therein; provided that the Borrower may rescind in full. Any such voluntary prepayment and any such notice if such prepayment would have resulted from a refinancing of all termination of the then outstanding Loans, which refinancing shall not Revolving Loan Commitment must be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made accompanied by the Borrower pursuant to Section 2.5(b) or the terms payment of any Other Term Loans entitled LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such termination of the Revolving Loan Commitment, Borrower's right to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or request Revolving Credit Loan of a Defaulting LenderAdvances shall simultaneously be terminated.

Voluntary Prepayments. (i) The Borrower shall have may, prior to 10:00 a.m. (Chicago time), upon at least three Business Days' notice to the right to prepay Term Loans and Revolving Credit Administrative Agent in the case of Eurodollar Loans, and prior to 11:00 a.m. (Chicago time), upon notice thereof to the Administrative Agent on the Business Day of the same in each casethe case of Base Rate Loans, without premium ratably prepay Revolving Loans or penalty (but subject to Section 2.20)Term Loans, in whole or in part from time to time on the following terms and conditions:in amounts of $100,000 or an integral multiple of $100,000 in excess thereof. (aii) the The Borrower may at any time prepay Swingline Loans, in whole or in part in minimum amounts of $50,000 or an integral multiple of $50,000 in excess thereof; provided, however, that notice of such prepayment shall give be required to be delivered to the Administrative Agent at the Administrative Agent’s Office written notice by 11:00 a.m. (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City Chicago time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; prepayment. (b) each partial Any notice of prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans delivered pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice 2.06 shall specify the date and amount of such prepayment prepayment, whether Revolving Loans, Term Loans or Swingline Loans are to be prepared and the Class(es) and Type(s) type of Loans to be prepaid, including in the case of Revolving Loans or Term Loans whether such prepayment is of Base Rate Loans or Eurodollar Loans or any combination thereof. Each such notice shall be irrevocable by the Borrower and the Administrative Agent will promptly notify each Lender thereof and of such Lender's Commitment Percentage of such prepayment, if applicable. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and the amounts, if any, required pursuant to Section 4.04; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 interest shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election paid in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of Base Rate Loans (other than a Defaulting Lenderprepayment in full) on the next occurring Interest Payment Date.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s 's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, PROVIDED that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s 's election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have Borrowers may at any time and from time to time prepay the right to prepay Term Loans and Revolving Credit Loans, in whole or in part, in each case, without premium or penalty (but penalty, subject to the requirements of Section 2.205.1(b), in whole or in part from time upon irrevocable notice delivered to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon Noon (New York City time) one three Business Day Days prior to or (ii) thereto, in the case of Revolving Credit Loans that are ABR Fixed Rate Loans, 10:00 a.m. and no later than Noon (New York City time) on the same day as, the date of such payment, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment, whether the prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing is of Term Loans or Revolving Credit Loans shall be in a multiple and whether the prepayment is of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Fixed Rate Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Base Rate Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 provided, that if a Fixed Rate Loan is prepaid on any day other than the last day of an the Interest Period applicable thereto thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.12; and provided, further, that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Facilities, such notice of prepayment may be revoked if such Refinancing is not consummated, subject to compliance by the Borrower with the applicable provisions payment of any costs referred to in Section 2.12. Each Upon receipt of any such notice the Administrative Agent shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidpromptly notify each relevant Lender thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 5.1(b), if any, and accrued interest. Partial prepayments of Term Loans shall be in an aggregate principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $250,000 and integral multiples of $100,000 in excess of that amount. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $250,000 and in integral multiples of $100,000 in excess of that amount. (b) If the U.S. Borrower (x) prepays, refinances, substitutes or replaces any Term Loans in connection with a Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, then the U.S. Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that the Borrowers shall be subject to the requirements of this Section 5.1(b) only until the date that is the first anniversary of the Closing Date. (c) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the U.S. Borrower may rescind may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such notice if Lender is terminated concurrently with such prepayment would have resulted from a refinancing repayment pursuant to Section 4.2(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the then outstanding LoansAdministrative Agent and the respective Issuing Lenders and (B) the consents, which refinancing if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall not be consummated or shall otherwise be delayedhave been obtained. Each prepayment in respect of Term Loans pursuant to this Section 5.1 5.1(c) shall be reduce the then remaining scheduled repayments of the respective Tranche of Term Loans on a pro rata basis (abased upon the then remaining principal amount of each such scheduled repayment of the respective Tranche after giving effect to all prior reductions thereto). (d) applied to such Class All voluntary prepayments of Term Loans in such manner as the Borrower may determine and (b) accordance with this Section 5.1 shall be applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made under the Term Facility as directed by the U.S. Borrower pursuant to Section 2.5(b) or (or, if the terms U.S. Borrower has not made such designation, in direct order of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendermaturity).

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), of a given Tranche in whole or in part from time to time on the following terms and conditions: : (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, whether such Loans are Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Reference Rate Loans), 12:00 noon 11:00 A.M. (New York City time) one Business Day prior to or to, (iiy) in the case of Revolving Credit Loans that are ABR Eurodollar Loans, 10:00 a.m. on 11:00 A.M. (New York time) three Business Days prior to, and (z) in the same day ascase of Swingline Loans, 11:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders entitled thereto; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 10,000,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans; and (ciii) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Loans of a given Tranche made pursuant to this Section 5.1 a given Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orLoans, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At provided that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s RL Percentage of all Revolving Loans then outstanding; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied (I) first, to reduce the four immediately succeeding Scheduled Repayments (after giving effect to all prior reductions thereto) required to be made after the date of the respective prepayment pursuant to this Section 4.01 in direct order of maturity and (II) second, to the extent in excess thereof, to reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment after giving effect to all prior reductions thereto).

Voluntary Prepayments. The Borrower respective Borrowers shall have the right --------------------- to prepay Term Loans and Revolving Credit any Loan or Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the respective Borrower shall give the Administrative Operations Agent prior to 11:00 A.M. (New York time) at its Notice Office (x) on the Administrative Agent’s Office same Business Day prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Swingline Loans, (y) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or IBOR Loans that are Revolving Loans, and (z) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, the amount of such prepayment and (the Types of Loans to be prepaid, the Borrower or Borrowers to whom such Loans were made and, in the case of LIBOR Fixed Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and Operations Agent shall promptly be transmitted by the Administrative Agent transmit to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 500,000, provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Fixed Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Fixed Rate Loans made pursuant to such Borrowing to an amount less than the Minimum $1,000,000, then such Borrowing Amount for LIBOR Term may not be continued as a Borrowing of Fixed Rate Loans and any election of an Interest Period with respect thereto shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any prepayment prepayments of LIBOR Term Fixed Rate Loans or LIBOR Revolving Credit Loans made pursuant to this Section 5.1 3.01 may only be made on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date thereto; and amount of such prepayment and the Class(es(iv) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentLoans. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.--- ----

Voluntary Prepayments. The Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditionswithout premium or penalty; provided that: (a) with respect to Swingline Loans, the Borrower principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall give be deemed to have been made on the next succeeding Business Day; (b) with respect to any other Loan, such Prepayment Notice must be received by Administrative Agent at the Administrative Agent’s Office written notice not later than: (A) 11:00 a. m. three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Daily SOFR Loans or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment CP Rate Loans; and (in the case of LIBOR LoansB) the specific Borrowing(s11:00 a.m. one (1) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the any date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Base Rate Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the Borrower with the applicable provisions of Section 2.12entire principal amount thereof then outstanding. Each such notice Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, if applicable, the Class(es) and Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such notice Prepayment Notice is given by the Borrowera Borrower Party, the such Borrower Party shall make such prepayment and the payment amount specified in such notice Prepayment Notice shall be due and payable on the date specified therein; provided that the Borrower may rescind . With respect to any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans Loan prepaid pursuant to this Section 5.1 3.05, all accrued interest thereon shall be (apaid in accordance with Section 3.02(b) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments any additional amounts required to be made by the Borrower pursuant to Section 2.5(b) or the terms 4 with respect thereto shall be promptly paid following receipt of any Other Term Loans entitled an accurate and correct invoice for such amounts. Subject to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.12.15, each such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.the Principal Obligation held by each Lender in accordance with its applicable Repayment Percentage. 4879-7367-7649 v.18

Voluntary Prepayments. The Borrower shall have Each of the right Borrowers may, at their option, at any time and from time to time, prepay Term the Loans and Revolving Credit Loansthe Reimbursement Obligations, in each casewhole or in part, without premium or penalty (but subject except for breakage costs with respect to LIBOR Loans as provided in Section 2.202.19 and any fees set forth in Section 2.13(e), in whole the event of a prepayment in full of the Revolving Credit Loans and termination of the Revolving Credit Commitments, upon giving, in the case of any LIBOR Loan or B/A Loan, five Business Days' irrevocable prior written notice to the Administrative Agent, and, in part from time to time the case of any ABR Loan or Canadian Prime Loan, prior written notice on the following terms and conditions: (a) the Borrower shall give same Business Day to the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of prepayment of US Loans) or the Canadian Administrative Agent (in the case of a prepayment of Canadian Loans). Such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepayment and whether the prepayment is (i) of US Revolving Credit Loans, Canadian Revolving Credit Loans, US Swingline Loans or Canadian Swingline Loans, or a combination thereof and, and (ii) of LIBOR Loans) , ABR Loans, B/A Loans or Canadian Prime Loans, or a combination thereof, and, in each case if a combination thereof, the specific Borrowing(s) pursuant principal amount allocable to which made, which notice shall be given by the Borrower no later than each; and (iiii) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. In addition, the US Borrowers shall, in the case of US Loans or Reimbursement Obligations related to US Letters of Credit, specify the Applicable US Operating Borrower to which such prepayment and the Class(es) and Type(s) of Loans to should be prepaidallocated. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that , together with (if a LIBOR Loan is prepaid other than at the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all end of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedInterest Period applicable thereto) any amounts payable pursuant to Section 2.19. Each prepayment of US Revolving Credit Loans which are ABR Loans may be in respect any amount; each prepayment of Term Canadian Revolving Credit Loans pursuant to this Section 5.1 which are ABR Loans shall be (a) applied to such Class in a minimum principal amount of Term $2,000,000 and shall be in an integral multiple of $100,000, each prepayment of Canadian Prime Loans shall be in such manner as the Borrower may determine minimum principal amount of C$2,000,000 and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as integral multiple of $100,000; each prepayment of LIBOR Loans shall be in the Borrower may determine minimum principal amount of $5,000,000 and in integral multiples of $100,000; each prepayment of B/A Loans shall be in the minimum principal amount of C$5,000,000 and in an integral multiple of C$100,000 or, if not so specified in any case, the aggregate principal balance outstanding on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderLoans.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class in such order as the Borrower may determine orand may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, if the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not so specified on specify the order in which to apply prepayments to reduce Repayment Amounts or prior as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction with respect to the Initial Tranche B Term Loans that is consummated prior to the first anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Initial Tranche B Term Loans, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Initial Tranche B Term Loans prepaid (or exchanged) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of all the Initial Tranche B Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (ai) the relevant Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are B Term Loans, C Term Loans, U.S. Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Revolving Loans, U.S. Borrower Revolving Loans and/or Swingline Loans, the amount and currency (or currencies) of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid, in the case of LIBOR any Term Loans) , the manner in which such prepayment shall apply to reduce the respective Scheduled Repayments of such Term Loans and, in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and/or B/A Discount Rate Loans, the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), prior to 12:00 noon Noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans (other than Swingline Loans) or Canadian Prime Rate Loans, (y) prior to 12:00 Noon (New York City time) on the date of such prepayment in the case of Swingline Loans and shall (z) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and B/A Discount Rate Loans and shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) (x) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 1,000,000 (or CDN $1,000,000 in the case of any amounts to be prepaid in Canadian Dollars) or such lesser amount as is acceptable to the Administrative Agent, (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 (or CDN $500,000 in the case of prepayments to be made with respect to Canadian Dollar Denominated Revolving Loans) or such lesser amount as is acceptable to the Administrative Agent in any given case and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term principal amount of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then (A) if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing may not be continued as a Borrowing of LIBO Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loans; effect, and (cB) if such Borrowing is a Borrowing of B/A Discount Rate Loans, such Borrowing may not be continued as a Borrowing of B/A Discount Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be applied pro rata among such Loans, provided that (ax) applied to such Class of Term Loans in such manner as at the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the relevant Borrower’s election in connection with any prepayment of Canadian Borrower Revolving Loans or U.S. Borrower Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender; and (y) it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; (iv) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of the respective underlying Bankers’ Acceptances or B/A Equivalent Notes, as the case may be; and (v) each prepayment of principal of B Term Loans, C Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01 shall be applied as directed by the applicable Borrower in the respective notice of prepayment delivered pursuant to Section 5.01(a) or, if no such direction is given (1) first, to reduce the Scheduled Repayments of the respective Tranche which will become due within twelve months after the date of such repayment in direct order of maturity of the dates of such Scheduled Repayments, and (2) second, to the extent in excess of the amount applied as provided in the preceding clause (1), to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of the Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto) (or, if applicable, Other Allocable Share). (b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, the relevant Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (I) in the case of the repayment of Canadian Borrower Revolving Loans of any Lender pursuant to this clause (b), the Canadian Borrower Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 2.01 shall be deemed modified to reflect the changed Canadian Borrower Revolving Loan Commitments) and such Lender’s Canadian Borrower RL Percentage of all outstanding Canadian Borrower Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, (II) in the case of the repayment of U.S. Borrower Revolving Loans of any Lender pursuant to this clause (b), the U.S. Borrower Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 2.01 shall be deemed modified to reflect the changed U.S. Borrower Revolving Loan Commitments) and such Lender’s U.S. Borrower RL Percentage of all outstanding U.S. Borrower Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (III) the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the respective Tranche on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject except as otherwise provided in this Agreement, and the right to Section 2.20)allocate such prepayments to Tranche A Term Loans, Tranche B Term Loans, Revolving Loans and/or Swingline Loans as such Borrower elects, in whole or in part part, at any time and from time to time on the following terms and conditions: (ai) the an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Tranche A Term Loans, Tranche B Term Loans, Multicurrency Facility Revolving Loans, U.S. Borrower Dollar Facility Revolving Loans, Bermuda Borrower Dollar Facility Revolving Loans, Multicurrency Facility Swingline Loans, U.S. Borrower Dollar Facility Swingline Loans and/or Bermuda Borrower Dollar Facility Swingline Loans, the amount and currency (or currencies) of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid and, in the case of LIBOR Euro Rate Loans (other than Swingline Loans) ), the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon prior to 2:00 P.M. (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans (other than Dollar Facility Swingline Loans), (y) the date of such prepayment in the case of Swingline Loans, provided such notice is given prior to 10:00 A.M. (New York time) and shall (z) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Euro Rate Loans (other than Euro Denominated Swingline Loans) and shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (bii) each partial prepayment applied to any Tranche of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 (taking the Dollar Equivalent of any amounts to be prepaid in Euros) (or the applicable Minimum Borrowing Amount in the case of Swingline Loans), provided that no (x) if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loans; effect and (cy) in the case of partial prepayments of any Borrowing of Euro Rate Loans (other than Euro Denominated Swingline Loans) denominated in currencies other than Dollars, the Bermuda Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, in the case of Multicurrency Facility Revolving Loans, the Bermuda Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period); (iii) at the time of any prepayment of LIBOR Term Euro Rate Loans or LIBOR Revolving Credit Loans (other than Euro Denominated Swingline Loans) pursuant to this Section 5.1 4.01 on any day date other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each thereto, such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and pay the payment amount specified amounts required pursuant to Section 1.11; (iv) except as provided in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loansclause (vi) below, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied pro rata among such Loans made pursuant to such Class of Term Loans in Borrowing, provided, that at such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s 's election in connection with any prepayment of Multicurrency Facility Revolving Loans or Dollar Facility Revolving Loans pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or the prepayment of the respective Revolving Credit Loan Loans of a Defaulting Lender; (v) each prepayment of principal of Tranche A Term Loans and Tranche B Term Loans pursuant to this Section 4.01 shall, subject to the immediately succeeding proviso, be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans (x) at any time prior to the satisfaction in full of the obligations of the U.S. Borrower and its Subsidiaries to effect Contemplated Asset Sales pursuant to Section 8.22, in inverse order of maturity (based upon the then remaining principal amounts of the Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto) and (y) at any time thereafter, on a pro rata basis (based upon the then remaining principal amounts of the Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto); provided that repayments of any Tranche of Term Loans pursuant to clause (vi) below shall only apply to reduce the then remaining Scheduled Repayments of such Tranche to the extent the Term Loans so repaid are not replaced (and are not required to be replaced) pursuant to Section 13.12(b), with any such application to reduce the then remaining Scheduled Repayments of the respective Tranche in the manner provided above in this clause (v), unless otherwise specifically agreed by the Required Lenders; (vi) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, such Borrower may, upon five Business Days' written notice by an Authorized Officer of such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and pay all accrued and unpaid interest, Fees, and other amounts, in each case owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of the repayment of Multicurrency Facility Revolving Loans of any Lender pursuant to this clause (vi), the Multicurrency Facility Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Multicurrency Facility Revolving Loan Commitments), (B) in the case of the repayment of Dollar Facility Revolving Loans of any Lender pursuant to this clause (vi), the Dollar Facility Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Dollar Facility Revolving Loan Commitments), and (C) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (vi) have been obtained; and (vii) in the case of any prepayment of Tranche B Term Loans by the Bermuda Borrower with the proceeds of an Investment in the Bermuda Partnership and the prepayment by the Bermuda Partnership of an intercompany loan to the Bermuda Borrower as contemplated by Section 9.05(xix), such prepayment shall be accompanied by a prepayment of Tranche A Term Loans by the U.S. Borrower in such amount so that the voluntary prepayments of Term Loans at such time is made on a pro rata basis (based upon the TL Repayment Percentages of each such Tranche of Term Loans and the then outstanding principal amounts of each such Tranche of Term Loans).

Voluntary Prepayments. The Borrower shall have Company may, at its option, at any time and from time to time, prepay the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)the Reimbursement Obligations, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentpart, the amount of such prepayment and (upon giving, in the case of LIBOR Loans) any Revolving Credit Loan that is a Eurodollar Loan, or any Term Loan, three Business Days' prior written notice to the specific Borrowing(s) pursuant Administrative Agent, and, in the case of any Revolving Credit Loan that is a Base Rate Loan, prior written notice on the same Business Day to which made, which the Administrative Agent. Such notice shall be given by the Borrower no later than specify (i1) in the case of any prepayment of Loans, the date and amount of prepayment and whether the prepayment is (A) of Term Loans or Revolving Credit Loans, or a combination thereof and (B) of Eurodollar Loans, Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each; and (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii2) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify Reimbursement Obligations, the date and amount of such prepayment prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the Class(es) amount allocable to each of such Reimbursement Obligations. Upon receipt of such notice, the Administrative Agent shall promptly notify each Applicable Lender of the contents thereof and Type(s) of Loans to be prepaidsuch Lender's Applicable Percentage of such prepayment. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that , together with (if a Eurodollar Loan is prepaid other than at the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all end of the then outstanding LoansInterest Period applicable thereto) any amounts payable pursuant to Section 2.18 and, which refinancing shall not be consummated or shall otherwise be delayedin the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Each prepayment in respect Prepayments of (i) the Term Loans pursuant to this Section 5.1 2.10(c) shall be (a) applied applied, first, to such Class of the Tranche A Term Loans in such manner as and the Borrower may determine and Tranche B Term Loans (bA) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified pro rata based on or prior to outstanding principal amount thereof at the time of such voluntary prepayment and (B) pro rata to the respective installments of principal thereof, and (ii) the Revolving Credit Loans and the Reimbursement Obligations pursuant this Section shall be applied, first, to payment of the Revolving Credit Loans then outstanding, second, to payment of any Reimbursement Obligations then outstanding and, last, to Cover any outstanding Letter of Credit Liability. Notwithstanding the foregoing, in respect of any partial prepayment of Term Loans (until such time as the Tranche A Term Loans have been repaid in full) pursuant to this Section 2.10(c), any Tranche B Term Loan Lender may, at its option, irrevocably decline receipt of its Tranche B Term Loan share of any such prepayment, ratably and, if such Lender so declines, such share shall be applied as an additional prepayment of the Tranche A Term Loans and the other Tranche B Term Loans in direct order accordance with the immediately preceding sentence, as further adjusted pursuant to balance of maturity this Section 2.10(c). Any Tranche B Term Loan Lender may notify the Administrative Agent and the Company of its election to decline its Tranche B Term Loan share of all such prepayments, in which event such notice shall be effective until such Lender notifies the Administrative Agent and the Company to the remaining amortization payments required contrary. Any Tranche B Term Loan Lender that wishes to be made by the Borrower pursuant to Section 2.5(b) or the terms decline receipt of its share of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any given prepayment pursuant to this Section 5.12.10(c), shall promptly, and in any event no later than 10:00 a.m. (Houston, Texas time) on the date following receipt of its notice of such prepayment, notify the Company and the Administrative Agent of such election. Any Tranche B Term Loan Lender that has not provided notice pursuant to one of the two preceding sentences prior to such 10:00 a.m. deadline shall be deemed to have elected to accept such prepayment. The Administrative Agent shall promptly provide, to all such accepting Tranche B Term Loan Lenders, notice of the principal amount of the Tranche B Term Loans that such Lenders have elected to decline. Any such accepting Lender may, at its option, irrevocably decline receipt of its share of any such declined shares of such prepayment (and shall indicate in such notice whether it elects to accept or decline receipt of its share of such prepayment declined by such other Lenders pursuant to this sentence), and, if such Lender so declines, such prepayment share shall not be applied to any as an additional prepayment of the Tranche A Term Loans and the other Tranche B Term Loans in accordance with this Section 2.10(c). Any Tranche B Term Loan Lender that wishes to decline receipt of its share of the reallocation of such declined shares, shall promptly, and in any event no later than 10:00 a.m. (Houston, Texas time) on the date following receipt of the notice from the Administrative Agent regarding such declined shares, notify the Company and the Administrative Agent of such election. Any such accepting Lender that has not provided such notice prior to such 10:00 a.m. deadline shall be deemed to have elected to accept the full amount of its share of such prepayment. Each prepayment of Base Rate Loans shall be in the minimum principal amount of $1,000,000 and in integral multiples of $100,000 and each prepayment of Eurodollar Loans shall be in the minimum principal amount of $3,000,000 and in integral multiples of $100,000 or, in the case of either Base Rate Loans or Eurodollar Loans, the aggregate principal balance outstanding on the Term Loans or on the Revolving Credit Loan of a Defaulting LenderLoans and the Reimbursement Obligations, as applicable.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the 127 LPL – Conformed A&R Credit Agreement outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to such Class in such order as the Borrower may determine orand may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, if the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not so specified on specify the order in which to apply prepayments to reduce Repayment Amounts or prior as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the remaining amortization payments required to be made by the Borrower pursuant to provisions of Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction with respect to the Tranche B-1 Term Loans that is consummated prior to the date that is six months following the Fourth Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Tranche B-1 Term Loans, a fee in an amount equal to 1.0% of (i) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Tranche B-1 Term Loans prepaid (or exchanged) in connection with such Repricing Transaction, and (ii) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of all the Tranche B-1 Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madebeing prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans LIBOR Loans, two (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time2) one Business Day Days prior to or the date of such prepayment and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit (i) LIBOR Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding LIBOR Loans at such time, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate principal amount of outstanding ABR Loans at least $1,000,000such time; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of of, including any breakage costs as set forth in, Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) Type and Type(s) Class of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to Section 5.1 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part part, at any time and from time to time on the following terms and conditions: (ai) the such Borrower shall give the Administrative Agent at the Administrative Agent’s Notice Office written notice (or telephonic notice promptly confirmed in writing) of (1) its intent to make prepay such prepaymentLoans, (2) whether Dollar Revolving Loans, Alternate Currency Revolving Loans or Swingline Loans shall be prepaid, (3) the amount of such prepayment (stated in the Applicable Currency) and the Types of Loans to be prepaid and (4) in the case of LIBOR Euro Rate Loans or Permitted Non-LIBOR-Based Alternate Currency Revolving Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which with such notice shall to be given by such Borrower prior to 2:00 p.m. (local time where the Borrower no later than respective Payment Office is located) (iv) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Dollar Revolving Loans maintained as Base Rate Loans or Canadian Dollar Revolving Loans maintained as Canadian Prime Rate Loans, (w) on the date of such prepayment in the case of Swingline Loans, (x) at least one Business Day prior to the date of such prepayment in the case of Loans maintained as Euro Rate Loans, (y) at least three Business Days prior to the date of such prepayment in the case of Mexican Pesos Revolving Loans and shall promptly (z) such Business Day prior to the date of such prepayment as provided in the relevant Non-LIBOR-Based Alternate Currency Amendment in the case of Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, and (except in the case of Swingline Loans) to be transmitted promptly by the Administrative Agent to each of the relevant Lenders; Lenders with Loans of the respective Tranche and Type; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; equal to the Minimum Borrowing Amount for the applicable Tranche and Type of Loans, provided that no if any partial prepayment of LIBOR Term Euro Rate Loans or LIBOR Permitted Non-LIBOR-Based Alternate Currency Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Euro Rate Loans or LIBOR Permitted Non-LIBOR-Based Alternate Currency Revolving Credit Loans Loans, as the case may be, made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount for LIBOR Term such Tranche and Type of Loans, then such Borrowing (x) in the case of Dollar Revolving Loans, may not be continued as a Borrowing of Euro Rate Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance by have no force or effect and (y) in the Borrower with the applicable provisions case of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the BorrowerAlternate Currency Revolving Loans, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on repaid in full at such time; (iii) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each respective Bankers’ Acceptances; (iv) each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be applied pro rata among such Loans, provided that (ax) applied so long as no Default or Event of Default is then in existence, at any time when the sum of the aggregate principal amount of Dollar Revolving Loans, Swingline Loans and Dollar Letter of Credit Outstandings exceeds the Total Non-Alternate Currency Revolving Loan Sub-Commitment (with the amount of such excess being herein called the “Total Non-Alternate Currency Revolving Loan Sub-Commitment Excess”), the Corporation may, to the extent of such Class Total Non-Alternate Currency Revolving Loan Sub-Commitment Excess, make prepayments of Term principal of Dollar Revolving Loans in such manner to the Lenders which have, or have Affiliates that have, Alternate Currency Revolving Loan Sub-Commitments on the basis of their Alternate Currency RL Percentages as same relate to a given Alternate Currency Revolving Loan Sub-Tranche (with the respective Borrower may determine to designate the Borrowing or Borrowings, or portions thereof, being prepaid), with the intent of creating availability for subsequent Alternate Currency Revolving Loans under the respective Alternate Currency Revolving Loan Sub-Tranche and (by) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as at the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the respective Borrower’s election in connection with any prepayment pursuant to this Section 5.14.01, such any prepayment in respect of Revolving Loans shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.; and