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 Loans, in each case, without premium or penalty (but subject to Section 2.20), may be repaid in whole or in part from time without premium or penalty; provided that (i) LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written notice to time the Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrowers elect to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrowers) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the following terms and conditions: (a) principal amount prepaid shall be payable on the Borrower shall give next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of 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 Loansa prepayment under this clause (a) or clause (b) below, interest on the specific Borrowing(s) pursuant to which made, which notice principal amount prepaid 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 payable on any date 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, a prepayment is made hereunder through the date of such prepayment and shall promptly prepayment. Amounts prepaid on the Term Loans may not be transmitted reborrowed. Each notice delivered 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 Borrowers pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 2.11(a) shall be subject to compliance revocable by the Borrower with Borrowers (by notice to 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 Administrative Agent 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 proposed prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderdate specified therein).

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 Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(a) with respect to the Initial Term Loans or as otherwise provided with respect to Term Loans incurred after the Closing Date and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part 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 revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (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 1:00 p.m. (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 timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on ) or (y) three Business Days prior to (in the same day as, the date case of LIBOR Loans) such prepayment and shall be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; Lender, (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 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 prior to 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 the Class or Classes of Term Loans in such manner as the Borrower may determine and determine, (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orand (c) applied to reduce the Type of Term Loans in the applicable Class as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans as between Classes of Term Loans, if not so specified on or prior the Borrower shall be deemed to have elected that such prepayment be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity to on a pro rata basis with the remaining amortization payments required to be made by applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. If the Borrower pursuant to Section 2.5(b) or does not specify the terms Type of any Other Term Loans entitled in the applicable Class, the Administrative Agent may make such designation in its reasonable discretion with a view, but no obligation, to such prepaymentminimize breakage costs owing under Section 2.11. 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 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 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. (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.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans Loans, Term C Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(b) and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part 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 revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (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 1:00 p.m. (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 timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans) or (y) three Business Days prior to (in the case of LIBOR 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, Term C Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; 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 prior to 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 and Term C Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine ordetermine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Term Loan Repayment Amounts or prepayments of Term Loans or Term C Loans as between Classes of Term Loans or Term C Loans, if not so specified on or prior as applicable, the Borrower shall be deemed to have elected that (i) in the time case of Term Loans, such voluntary prepayment, ratably prepayment be applied to reduce the Term Loan Repayment Amounts in direct order of maturity on a pro rata basis with the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, among all Classes of Term C Loans then outstanding. 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 prepayment(e), as applicable. 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 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.

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 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. 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 Each of the right Borrowers may, at their option, at any time and from time to time, prepay Term the Loans (other than B/A 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 Eurodollar Loans as provided in Section 2.20)2.17, upon giving, in whole the case of any Eurodollar Loan, five Business Days' prior written notice to the Administrative Agent, and, in the case of any ABR Loan or in part from time to time Canadian Prime Rate 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 LIBOR prepayment of US Loans) or the specific Borrowing(s) pursuant to which made, which Canadian Administrative Agent (in the case of a prepayment of Canadian Loans). Such notice shall be given by the Borrower no later than specify (i1) in the case of Term Loans or 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 (other than Revolving Credit or US Swingline Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or and (ii) of Eurodollar Loans, ABR Loans or Canadian Prime Rate Loans, or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each; and (2) 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(esamount allocable to each of such Reimbursement Obligations. Upon receipt of such notice, the Administrative Agent or the Canadian Administrative Agent (as applicable) shall promptly notify each 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 Loans, which refinancing shall not be consummated or shall otherwise be delayedInterest Period applicable thereto) any amounts payable pursuant to Section 2.17. 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 $100,000 and shall be in an integral multiple of C$50,000, each prepayment of Canadian Prime Rate Loans shall be in such manner as the Borrower may determine minimum principal amount of C$100,000 and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as integral multiple of $50,000; each prepayment of Eurodollar 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 on or prior to in 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 case of any Other Term Loans entitled to of ABR Loans, Eurodollar Loans, or Canadian Prime Rate Loans, the aggregate principal balance outstanding on 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 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 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. 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 (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. 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 Loansmay, 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 upon 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 Administrative Agent on or prior 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 3:00 P.M. (New York City time) one Business Day prior to or (ii) the date of prepayment, in the case of Revolving Credit Loans that are ABR Base Rate Loans, 10:00 a.m. and upon written or telephonic notice to Administrative Agent on the same day as, or prior to 3:00 P.M. (New York City time) three Business Days prior to the date of prepayment, or upon such prepayment and shall promptly be transmitted lesser number of days’ prior written or telephonic notice, as determined by the Administrative Agent in its sole discretion, in the case of LIBOR Loans, and, in each case, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of the relevant Lenders; (b) each partial prepayment of such prepayment, at any Borrowing of time and from time to time prepay any Term Loans or any Revolving Credit Loans shall be Loans, in a multiple of $100,000 and each case on any Business Day in whole or in part without premium or penalty (except as set forth in Section 2.4(c)(vi) below) in an aggregate principal minimum amount of at least $1,000,000250,000 and multiples of $50,000 in excess of that amount; 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) that, in any event, any prepayment of a LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 Loan on any day date other than the last day expiration date of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions requirements of Section 2.122.6(d). Each such notice shall specify Notice of prepayment having been given as aforesaid, the date and principal 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 become due and payable on the prepayment date specified therein; provided provided, however, that the Borrower may rescind any such notice of prepayment under this Section 2.4(b)(i) if such prepayment would have resulted from a refinancing or repayment of all of the then outstanding LoansLoans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall otherwise be delayeddelayed as a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by any Group Member. Each Any such voluntary prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans as specified 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 Lender2.4(b)(iv).

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 other than as provided in Section 4.1(a) with respect to the Initial Term Loans or as otherwise provided with respect to Term Loans incurred after the Closing Date and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans or SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part 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 revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans or SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (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 timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans) or, 10:00 a.m. on (y) three Business Days prior to (in the same day as, case of LIBOR Loans) or (z) three U.S. Government Securities Business Days prior to (in the date case of SOFR Loans) such prepayment and shall be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; Lender, (b) each partial prepayment of (i) any Borrowing of Term LIBOR Loans or Revolving Credit SOFR 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 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 Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans; , as applicable 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 prior to 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 the Class or Classes of Term Loans in such manner as the Borrower may determine and determine, (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orand (c) applied to reduce the Type of Term Loans in the applicable Class as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans as between Classes of Term Loans, if not so specified on or prior the Borrower shall be deemed to have elected that such prepayment be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity to on a pro rata basis with the remaining amortization payments required to be made by applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. If the Borrower pursuant to Section 2.5(b) or does not specify the terms Type of any Other Term Loans entitled in the applicable Class, the Administrative Agent may make such designation in its reasonable discretion with a view, but no obligation, to such prepaymentminimize breakage costs owing under Section 2.11. 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 Reductions in Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to Loan Commitments. Borrowers may at any time on the following terms and conditions: at least five (a5) the days' prior written notice by Borrower shall give the Representative to Administrative Agent at voluntarily prepay all or part of the Administrative Agent’s Office written notice (Term Loan or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and Revolving Loan (in the case of LIBOR LoansRevolving Loans without permanent reduction) and/or permanently reduce the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than Revolving Loan Commitment; provided that (iA) in the case of prepayments 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 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 Loan any 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 minimum amount of $1,000,000 and integral multiples of $100,000 and 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 $150,000,000, (C) after giving effect to such prepayments and/or reductions, Borrowers shall comply with Section 1.3(b)(i), (D) for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any such prepayment of LIBOR the Term Loan the Borrowing Availability Threshold shall have been met. In addition, Borrowers may at any time on at least ten (10) days' prior written notice by Borrower Representative to Administrative 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 on the date specified therein; provided that the Borrower may rescind in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such permanent prepayment and termination of the Revolving Loan Commitment, Borrowers' 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. Each notice if of partial prepayment shall designate the Loans 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 Any Borrower shall have Party may, upon delivery of a Repayment Notice to the right Administrative Agent which may be conditioned upon the occurrence of a financing or other event, 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) the Borrower shall give the such Repayment 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.: (i) in the case two U.S. Government Securities Business Days prior to any date of prepayment of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR SOFR 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 of Base Rate Loans; (iii) five Business Days prior to any date of prepayment of Daily XXXXX Loans; and shall promptly be transmitted by (iv) four Business Days prior to the Administrative Agent to each date of the relevant Lendersprepayment of Alternative Currency Term Rate Loans; and (b) each partial any prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a Dollar Equivalent principal amount of $250,000 or a whole multiple of $100,000 and 250,000 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 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 Repayment 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 to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such Repayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice Repayment Notice is given by the Borrowera Borrower Party, the such Borrower Party shall make such prepayment and the payment amount specified in such notice Repayment Notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such . Any prepayment would have resulted from of 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 Loan shall be accompanied by (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 extent timely invoiced to the remaining amortization payments relevant Borrower) 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 prepayment4.05. 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 Term Loan or Revolving Credit Loan the Obligations held by each Lender in accordance with its respective share of a Defaulting Lenderthe Type(s) of Loans to be repaid.

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 conditionswithout 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 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 written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Revolving Loans or Swingline Loans, the amount of such prepayment 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) 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 with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice may be given by the Borrower on the day of prepayment) and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the relevant LendersBanks; (bii) (x) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swingline Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 500,000 and (y) each partial prepayment of any Borrowing of Swingline Loans shall be in an aggregate principal amount of at least $50,000, 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 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) 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 prepayment pay the amounts required pursuant to Section 1.11; 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 (iv) 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 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 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 LenderBank.

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 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; 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 Tranche A Repayment Amounts applicable to such Class or Tranche B Repayment 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 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 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, whether such prepayment shall be applied to A Term Loans, B Term Loans, C Term Loans, Revolving Credit Loans or Swingline Loans, and (in the case of LIBOR Eurodollar Term Loans and Eurodollar Revolving Credit 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 asA.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 or Chase, 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 $100,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans; and (c) any prepayment of LIBOR Eurodollar Term Loans or LIBOR Eurodollar 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 Term Loans of a Facility 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 of such Class Facility 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. (a) The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(c), 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 made, which notice shall be given by the Borrower no later than 2:00 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 as, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $100,000 U.S.$250,000 and in an aggregate principal multiples of U.S.$100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of at least $1,000,000U.S.$250,000 and in multiples of U.S.$100,000 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 (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 prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with thereto, the applicable provisions Borrower shall, promptly after receipt of Section 2.12. Each a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such notice shall specify amount), pay to the date and amount Administrative Agent for the account of such prepayment and the Class(es) and Type(s) of Loans Lender any amounts required pursuant 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 delayedSection 2.11. Each prepayment in respect of Term any Loans pursuant to this Section 5.1 shall be (a1) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine specify and (b2) with respect to prepayments of Term Loans, applied to reduce any 20192020 Refinancing Term Loan Repayment Amounts applicable to such Class AmountsAmount, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may determine orspecify. Notwithstanding the foregoing, if not so specified on or prior to the time six-month anniversary of the Closing Date, all prepayments pursuant to this Section 5.1(a) shall have been applied to the outstanding Initial Term B-2 Loans until such voluntary prepaymentInitial Term B-2 Loans, ratably together with all accrued but unpaid interest thereon, have been paid in full. Subject to the immediately preceding sentence, in the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity to on a pro rata basis with the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) applicable Class or the terms Classes, if a Class or Classes were specified, or among all Classes of any Other Term Loans entitled to such prepaymentthen outstanding, if no Class was specified. 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 Company 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), in whole or in part part, without premium or penalty, from time to time pursuant to this (S)3.2 on the following terms and conditions: (ai) the Borrower Company shall give the Administrative Paying Agent and, with respect to any Commitment Loan or Special Facility Loan, the Bank making such Loan, at the Administrative Agent’s Notice Office at least three Business Days', in the case of a prepayment of Fixed Rate Loans, and one Business Days', in the case of a prepayment of Base Rate Loans, prior written notice (or telephonic notice (confirmed promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (in the case what Types of LIBOR Loans) the specific Borrowing(s) pursuant Loans are to which madebe prepaid, 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 Paying Agent shall promptly be transmitted by the Administrative Agent transmit to each of the relevant LendersBanks with respect to a prepayment of a Syndicate loan; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Base Rate 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 5,000,000 (or the amount then remaining outstanding in respect of any Borrowing) and each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Fixed Rate Loans made pursuant to a single Borrowing shall reduce be in a principal amount of $10,000,000,000 (or the amount then remaining outstanding LIBOR Term in respect of any Borrowing) or in the case of all Loans or LIBOR Revolving Credit if greater, an integral multiple of $1,000,000; (iii) each prepayment in respect of Syndicate Loans made pursuant to one Borrowing shall be applied pro rata among the Banks on the basis of such Syndicate Loans; (iv) after giving --- ---- effect to any prepayment, the outstanding principal amount of Fixed Rate Loans made pursuant to a single Borrowing to an amount shall not be less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans$10,000,000; and (cv) at the time of any prepayment of LIBOR Term Fixed Rate Loans or LIBOR Revolving Credit Special Facility Loans, the Company shall pay all interest accrued on the principal amount of said prepayment. It is understood that each prepayment of Fixed 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 2.12. 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 LenderS)1.10.

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 conditionsconditions 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 2.122.11. Each such notice shall specify At the date and amount Borrower’s election, prepayments of such prepayment Terms Loans pursuant to this Section 5.1 may be applied (i) pro rata among the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and, the Tranche B-3 Term Loans, the Tranche B-4 Term Loans and the Class(esTranche B-5 Term Loans or (ii) and Type(s) among the Class or Classes of Term 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 as the Borrower may rescind specify, subject to the pro rata application to Loans outstanding within any such notice if such prepayment would have resulted from a refinancing Class of all of the then outstanding Term 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 Repayment Amounts applicable to such Class Loans 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. Each prepayment of Revolving Credit Loans (other than any prepayment made in connection with a reduction of Revolving Credit Commitments pursuant to Section 4.2 or 4.3) shall be automatically applied pro rata among Tranche R-1 Revolving Credit Loans and Tranche R-2 Revolving Credit Loans.

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), may be repaid in whole or in part from time without premium or penalty; provided that (i) LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written notice to time the Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrowers elect to CHAR2\1695161v9 prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrowers) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the following terms and conditions: (a) principal amount prepaid shall be payable on the Borrower shall give next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of 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 Loansa prepayment under this clause (a) or clause (b) below, interest on the specific Borrowing(s) pursuant to which made, which notice principal amount prepaid 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 payable on any date 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, a prepayment is made hereunder through the date of such prepayment and shall promptly prepayment. Amounts prepaid on the Term Loans may not be transmitted reborrowed. Each notice delivered 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 Borrowers pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 2.11(a) shall be subject to compliance revocable by the Borrower with Borrowers (by notice to 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 Administrative Agent 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 proposed prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderdate specified therein).

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 Borrower shall have the right voluntarily 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 (time, subject to Section 3.05 but otherwise without premium or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentpenalty; provided, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madehowever, which notice shall be given by the Borrower no later than that (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 minimum principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof, in the case of Eurodollar Loans, and $500,000 or a whole multiple of $100,000 and in an aggregate principal amount excess thereof, in the case of Base Rate Loans, (ii) the Borrower shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, in the case of any Revolving Loan which is a Base Rate Loan or any Swing Line Loan, by 11:00 A.M., on the date of prepayment and, in the case of any other Loan, by 11:00 A.M., at least $1,000,000; provided that no partial three Business Days prior to the date of 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 (ciii) any prepayment voluntary prepayments of LIBOR Term B Loans or LIBOR Revolving Credit Loans pursuant to under this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 2.09(a) shall be subject applied ratably to compliance by the Borrower with the applicable provisions of Section 2.12remaining Principal Amortization Payments thereof. Each such notice of prepayment shall specify the date and prepayment date, the principal amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid, whether the Loan to be prepaid is a Revolving Loan, Term B Loan or Swing Line Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. If Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such notice is given Loan by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable stated therein on the date specified stated therein; provided that . Subject to the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loansforegoing, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to amounts prepaid under this Section 5.1 2.09(a) 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 elect; provided that if the Borrower may determine or, if not so specified on or prior fails to specify the time application of such a voluntary prepayment, then such prepayment shall be applied first to Revolving Loans, then to Swing Line Loans, then ratably to the remaining Principal Amortization Payments of Term B Loans, in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of maturity Interest Period. All prepayments under this Section 2.09(a) shall be accompanied by accrued interest on the principal amount being prepaid to the remaining amortization payments required to be made by date of payment, and in the Borrower pursuant to Section 2.5(b) or case of Eurodollar Loans, reimbursement for any funding losses and redeployment costs of the terms Lenders resulting from the prepayment at a time other than at the end 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 Lenderapplicable interest period.

Voluntary Prepayments. (a) 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 whole or in part, in each case, without premium or penalty (but penalty, subject to the requirements of Section 2.205.1(b), upon irrevocable notice, in whole or in part from time a form reasonably acceptable to time on the following terms and conditions: (a) the Borrower shall give Administrative Agent, delivered 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 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 11:00 A.M. (New York City time) one three (3) Business Day Days prior thereto (and with respect to or any Alternate Currency Loan, four (ii4) Business Days prior thereto), in the case of Revolving Credit Loans that are ABR Fixed Rate Loans, 10:00 a.m. and no later than 11:00 A.M. (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 $1,000,000Fixed Rate Loans or Base Rate Loans; 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 Fixed Rate 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 2.12; provided further that if such notice of prepayment indicates that such prepayment and is to be funded with the proceeds of a Refinancing of the Facility or in the context of a transaction involving a Change of Control or Qualified Public Offering or other contingent transaction, such notice of prepayment may be revoked if such Refinancing or transaction is not consummated, subject to payment of any costs referred to in Section 2.12. Upon receipt of any such notice the 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 that , together with accrued interest to such date on the Borrower may rescind any such notice amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 5.1(b), if such prepayment would have resulted from a refinancing of all of the then outstanding Loansany, which refinancing shall not be consummated or shall otherwise be delayedand accrued interest. Each prepayment in respect Partial prepayments of Term Loans pursuant to this Section 5.1 shall be in an aggregate principal amount of $2,000,000 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 (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 in the time case of such voluntary prepaymentRevolving Loans denominated in an Alternate Currency, ratably the Dollar Equivalent thereof) and integral multiples of $100,000 (or, in direct order the case of maturity to Revolving Loans denominated in an Alternate Currency, the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(bDollar Equivalent thereof) or the terms in excess 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 Lenderthat amount.

Voluntary Prepayments. The Borrower Borrowers shall have the right at any time and from time to time to prepay Term all or any portion of the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.203.5), in whole or in part from time by the Administrative Borrower delivering to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent an irrevocable written notice thereof at least one (1) Business Day (or such shorter period as is acceptable to the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent prior to make such prepaymentthe proposed prepayment date, the amount of such prepayment and (in the case of LIBOR LoansLoans consisting of ABR Advances, and at least three (3) Business Days (or such shorter period as is acceptable to the specific Borrowing(sAdministrative Agent) pursuant prior to which madethe proposed prepayment date, which notice shall be given by the Borrower no later than (i) in the case of Loans consisting of LIBOR Advances, specifying (i) whether the Loans to be prepaid are Revolving Loans, Term 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 to or (ii) in whether such Loans consist of ABR Advances, LIBOR Advances, or a combination thereof, (iii) the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, amount to be prepaid and (iv) the date of such prepayment and shall promptly be transmitted by prepayment, whereupon 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 specified. Upon receipt of each such notice, the Borrower may rescind any such notice if such Administrative Agent shall promptly notify each Lender thereof. Each 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 subsection shall be (a) applied in an amount equal to such Class or in excess 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 Minimum Prepayment Amount, or, if not so specified less, the outstanding principal balance of the Revolving Loans or Term Loans, as the case may be. After giving effect to any partial prepayment with respect to LIBOR Advances which were made (whether as the result of a borrowing, a conversion or a continuation) on or prior to the time same date and which had the same Interest Period, the outstanding principal balance of such LIBOR Advances shall equal or exceed (subject to Section 3.3) the Minimum Prepayment Amount. Any voluntary prepayment, ratably prepayment of Revolving Loans shall not reduce the Aggregate Revolving Commitment. All voluntary prepayments of the aggregate outstanding principal amount of the Term Loans shall be applied in direct the order of maturity to the remaining amortization payments required to be made as directed by the Borrower pursuant to Section 2.5(b) or the terms of Borrowers. Such prepayments shall also include 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 terminations fees due to any Term Loan or Revolving Credit Loan of a Defaulting LenderSwap Counterparty under any Specified Hedging Agreement.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to other than reimbursement of Lenders’ costs in accordance with Section 2.202.11), in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower Company shall give the Administrative Agent prior to 12:00 P.M. (noon) (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers’ intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers’ intent to prepay LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment, the date of prepayment (which shall be a Business Day) and (the Types of Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except 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 a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (A) each partial prepayment of any Borrowing of Term Revolving 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 $1,000,000250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) 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 provided, that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term 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 the Company shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any 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 Revolving 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 Revolving Loans; provided, that 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 BorrowerCompany’s election in connection with any prepayment of 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.

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 other than as provided in Section 4.1(a) with respect to the Initial Term Loans or as otherwise provided with respect to Term Loans incurred after the Closing Date and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part 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 revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (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 1:00 p.m. (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 timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on ) or (y) three Business Days prior to (in the same day as, the date case of LIBOR Loans) such prepayment and shall be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; Lender, (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 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 prior to 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 the Class or Classes of Term Loans in such manner as the Borrower may determine and determine, (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orand (c) applied to reduce the Type of Term Loans in the applicable Class as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans as between Classes of Term Loans, if not so specified on or prior the Borrower shall be deemed to have elected that such prepayment be applied to reduce the time of such voluntary prepayment, ratably Repayment Amounts in direct order of maturity to on a pro rata basis with the remaining amortization payments required to be made by applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. If the Borrower pursuant to Section 2.5(b) or does not specify the terms Type of any Other Term Loans entitled in the applicable Class, the Administrative Agent may make such designation in its reasonable discretion with a view, but no obligation, to such prepaymentminimize breakage costs owing under Section 2.11. 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.. 113

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 conditionsconditions 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 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 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 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 may at any time prepay, and from time to time prepay, 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; provided that each partial prepayment shall be in whole an amount that is £20,000,000 or in part from time to time on the following terms and conditions: (a) the a larger multiple of £5,000,000. The Borrower shall give provide written notice to the Administrative Agent at of any election to prepay the Administrative Agent’s Office written notice Loans under this paragraph (or telephonic notice promptly confirmed in writingb) 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 (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)11:00 a.m., 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 effective date of such prepayment, specifying the Borrowing subject to prepayment, such prepayment amount and the effective date thereof. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall promptly be transmitted by applied to the Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Borrowing shall be applied ratably to the Loans included in such Borrowing (provided that such payment of Loans of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they may otherwise determine; provided further that such Lenders shall provide the Administrative Agent with prompt notice of such allocation). Each notice delivered by the Borrower pursuant to each of the relevant Lenders; this paragraph (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 $1,000,000irrevocable; provided that no partial a notice of prepayment of LIBOR Term the 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 delivered 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 may state that such notice is given conditioned upon the effectiveness of other credit facilities or other incurrence of Indebtedness, Equity Issuances or sales, transfers or other dispositions of property or assets, in which case such notice may be revoked by the Borrower, Borrower (by notice to 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 Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied. Promptly following receipt of any such voluntary prepaymentnotice relating to a Borrowing, ratably in direct order the Administrative Agent shall advise the relevant Lenders of maturity the contents thereof. Prepayments shall be accompanied by accrued interest to the remaining amortization payments extent 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 Lender2.09.

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 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 may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay 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: (i) 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of LIBOR RateRFR Loans; (ii) three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of LIBOR RateRFR Loans denominated in Alternative Currencies; or (iii) one (1) Business Day prior to any date of prepayment of Alternate Base Rate Loans; (b) any prepayment of LIBOR RateRFR Loans shall have the right to prepay Term Loans and Revolving Credit Loansbe in a principal amount of $1,000,000 or a whole multiple of $100,000 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 of at least $1,000,000thereof then outstanding; 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 Alternate Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; (d) the Borrower shall reimburse the Administrative Agent and any of the Lenders any breakage costs associated with such prepayment in the case of any prepayment of a LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day RateRFR Loan other than on the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12Interest Period. 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 to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Xxxxxx’s Pro Rata Share 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 the Borrower may rescind any such notice if such . Any prepayment would have resulted from of 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 LIBOR RateRFR Loan 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 oraccompanied 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(b) or the terms of any Other Term Loans entitled to such prepayment4.05 hereof. 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 Term Loan or Revolving Credit Loan of a Defaulting Lenderthe Obligations held by each Lender in accordance with its respective Pro Rata Share.

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 Agent at prior to 11:00 A.M. (Philadelphia time) (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 Fed Funds 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 which such Loans were made and, in the case of LIBOR 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, provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any 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 $ 1,000,000, then such Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment may not be continued as a Borrowing of LIBOR Term Loans and any election of an Interest Period with respect thereto shall have no force or effect; (iii) prepayments of 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 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. 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 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 2.12. 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 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 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, 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. The Borrower shall have the right to prepay Term Loans Loans, Term C Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(b) and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans or Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part 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 revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans or Term SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (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 timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans or Term SOFR 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, Term C Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; provided that no 151 partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans; , as applicable, and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans pursuant to this Section 5.1 on any day other than prior to 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 and Term C Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine ordetermine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans or Term C Loans as between existing Classes of Term Loans or Term C Loans, if not so specified on or prior as applicable, the Borrower shall be deemed to have elected that (i) in the time case of Term Loans, such voluntary prepayment, ratably prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, such prepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. 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 prepayment(e), as applicable. 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 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, whether such prepayment shall be applied to A Term Loans, B Term Loans or Revolving Credit Loans, and (in the case of LIBOR Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York time) (i) at least one Business Day prior to the date of such prepayment in the case of Term Loans or and Revolving Credit Loans (other than Revolving Credit maintained as ABR Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day 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, at least three Business Days prior to the date of such prepayment in the case of Term Loans and Revolving Loans maintained as Eurodollar Loans, 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 Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans; and (c) any prepayment of LIBOR Eurodollar Term Loans or LIBOR Eurodollar 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 Term Loans of a Facility 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 of such Class Facility 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 Borrower shall have the right to prepay Term Loans Loans, Term C Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(b) and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans or Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part 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 revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans or Term SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (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 timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans or Term SOFR 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, Term C Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans; , as applicable, and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans pursuant to this Section 5.1 on any day other than prior to 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 and Term C Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine ordetermine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans or Term C Loans as between existing Classes of Term Loans or Term C Loans, if not so specified on or prior as applicable, the Borrower shall be deemed to have elected that (i) in the time case of Term Loans, such voluntary prepayment, ratably prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, such prepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. 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 prepayment(e), as applicable. 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 conditionsconditions 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 2.122.11. Each such notice shall specify At the date and amount Borrower’s election, prepayments of such prepayment Terms Loans pursuant to this Section 5.1 may be applied (i) pro rata among the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the Class(esTranche B-3 Term Loans or (ii) and Type(s) among the Class or Classes of Term 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 as the Borrower may rescind specify, subject to the pro rata application to Loans outstanding within any such notice if such prepayment would have resulted from a refinancing Class of all of the then outstanding Term 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 Repayment Amounts applicable to such Class Loans 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. Each prepayment of Revolving Credit Loans (other than any prepayment made in connection with a reduction of Revolving Credit Commitments pursuant to Section 4.2 or 4.3) shall be automatically applied pro rata among Tranche R-1 Revolving Credit Loans and Tranche R-2 Revolving Credit Loans.

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 written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans 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) 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 with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice may be given by the Borrower on the day of prepayment) and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the relevant LendersBanks; (bii) (x) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swingline Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 500,000 and (y) each partial prepayment of any Borrowing of Swingline Loans shall be in an aggregate principal amount of at least $50,000, 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 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) 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 prepayment and pay the payment amount specified in such notice shall be due and payable on the date specified thereinamounts required pursuant to Section 1.11; 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 (iv) 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 the Banks which made 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 '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 LenderBank; and (v) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to 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 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. The Borrower shall have the right to prepay Term Loans B Loans, Term C Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(b) and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on the following terms and conditions: (a) 158 the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Term SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (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 timex) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans) or (y) three U.S. Government Securities Business Days prior to (in the case of Term SOFR Loans) (and, 10:00 a.m. on the same day asin each case, the date of such prepayment and shall promptly be transmitted by shorter time as the Administrative Agent to each of the relevant Lenders; may agree), (b) each partial prepayment of any Borrowing of Term B Loans, Term C Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; 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 Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans; , 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 prior to 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 B Loans and Term C Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term B Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term B Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine ordetermine. In the event that the Borrower does not specify the order in which to apply prepayments of Term B Loans to reduce Repayment Amounts or prepayments of Term B Loans or Term C Loans as between existing Classes of Term B Loans or Term C Loans, if not so specified on or prior as applicable, the Borrower shall be deemed to have elected that (i) in the time case of Term B Loans, such voluntary prepayment, ratably prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term B Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term B Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, such prepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. 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 prepayment(e), as applicable. 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 prepay the right to prepay Term Loans and Revolving Credit Bridge Loans, in each caseprior to May 21, without premium or penalty (but subject to Section 2.20)2019, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower Borrowers shall give the Administrative Agent prior to 11:00 a.m. EST at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its 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 its intent to prepay LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment and (the Types of Bridge Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and 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 Lenders; and (bii) each partial prepayment of any Borrowing of Term Bridge 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; 1,000,000 and whole multiples of $500,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of 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 applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any day other than the last day election of an Interest Period applicable with respect 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 BorrowerBorrowers shall have no force or effect, provided further that upon the payment of the Bridge Loan, in whole or in part, prior to May 21, 2019, the Borrower Make-Whole shall make such prepayment and the payment amount specified in such notice shall be become 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 other than to the time of extent the Bridge Loans are rolled into a debtor-in-possession facility or refinanced by a debtor-in-possession facility in which the Required Lenders are participating, including a debtor-in-possession financing more thoroughly described on Exhibit K, provided further such voluntary prepayment, ratably in direct order of maturity debtor-in-possession facility has a Make-Whole as agreed 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 LenderRequired Lenders.

Voluntary Prepayments. (a) The Borrower shall have may at any time and from time to time prepay the right to prepay Term Loans and Revolving Credit LoansLoan, in whole or in part, in each case, without premium or penalty (but subject penalty, upon irrevocable notice delivered 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 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 Loansa LIBOR Loan, 10:00 a.m. and no later than Noon (New York City time) on the same day as, the date of such prepayment payment, in the case of a Base Rate Loan, which notice shall specify the date 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 $1,000,000prepayment, identify whether the prepayment is of a LIBOR Loan or a Base Rate Loan; provided provided, that no partial prepayment of if a 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 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 2.11; provided further that a notice of voluntary prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other NYDOCS02/1076196.5 28 identifiable event or condition, in which case such notice of prepayment may be subject to compliance revoked by the Borrower with (by notice to the applicable provisions Administrative Agent on or prior to the specified date of Section 2.12. Each prepayment) if such notice shall specify the date and amount of condition is not satisfied; provided, that, upon any such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerrevocation, the Borrower shall make compensate each Lender for actual losses, reasonable and documented out of pocket expenses and liabilities to the extent required by Section 2.11. 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; therein (unless the notice is revoked, as provided that above), together with accrued interest to such date on the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all amount prepaid. Prepayments shall be accompanied by accrued interest. Partial prepayments 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 Loan shall be (a) applied to such Class in an aggregate principal amount of Term Loans $1,000,000 and integral multiples of $1,000,000 in such manner as the Borrower may determine and excess of that amount. (b) applied to reduce All voluntary prepayments of the 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 accordance with this Section 4.1 shall be applied to the remaining amortization payments required to be made by of 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 in direct order of a Defaulting Lender.maturity. 4.2

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans Loans, Term C Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section Error! Reference source not found. and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.202.10(f) with respect to prepayments of Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part 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 revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Term SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (ix) one (1) Business Day prior to (in the case of ABR Loans) or (y) three (3) Business Days prior to (in the case of Term Loans or Revolving Credit Loans SOFR Loans) (other than Revolving Credit Loans that are ABR Loans)or, 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loanseach case, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by shorter time as the Administrative Agent to each of the relevant Lenders; may agree), (b) each partial prepayment of any Borrowing of Term Loans, Term C Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; 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 Minimum Borrowing Amount for LIBOR Term SOFR Loans or LIBOR Revolving Credit Loans; 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 prior to 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 delayed2.10(f). Each prepayment in respect of any tranche of Term Loans and Term C Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine ordetermine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans or Term C Loans as between existing Classes of Term Loans or Term C Loans, if not so specified on or prior as applicable, the Borrower shall be deemed to have elected that (i) in the time case of Term Loans, such voluntary prepayment, ratably prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified and (ii) in the case of Term C Loans, such prepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. 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 prepayment(e), as applicable. 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, at any time, prepay the right to prepay outstanding principal amount of 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 and without premium or penalty, so long as the following terms and conditions: (a) Borrowers provide cash collateral by depositing cash into the Borrower shall give LC Facilities Cash Collateral Account such that 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 aggregate 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 plus the amount of cash so deposited into the LC Facilities Cash Collateral Account is applied 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 cash collateralization on a pro rata basis based upon the Administrative Agent to each outstanding principal amount of the relevant LendersTerm Loans outstanding at such time and the Revolving Commitments in effect at such time; (b) each partial provided, however, that if any prepayment of any Borrowing of Term Eurodollar Rate 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 is made pursuant to a single Borrowing shall reduce by 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 Borrowers other than on the last day of an Interest Period applicable thereto for such Borrowing, the Borrowers shall also pay any amounts owing pursuant to Section 2.17(e); provided, further, that each partial prepayment shall be subject to compliance by in an aggregate principal amount that is an integral multiple of $1,000,000.00. Upon the Borrower with the applicable provisions giving of Section 2.12. Each such notice shall specify of prepayment, the date and principal amount of such prepayment and the Class(es) and Type(s) of Term Loans specified to be prepaid. If such notice is given by the Borrower, the Borrower prepaid shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor such prepayment; provided that the Borrower may rescind any such a notice if such of 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 principal amount of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of the Term Loans in whole or in part may state that such manner as notice is conditioned upon the Borrower effectiveness of other credit facilities or other financing transactions, and if any notice so states it may determine and (b) applied be revoked by the Borrowers by notice to reduce the 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 date specified for such prepayment that the refinancing condition has not been met and the notice of such prepayment is to be revoked (it being understood that any Term Loans outstanding at the time of such voluntary prepaymentnotice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14). Voluntary prepayments of Term Loans hereunder shall be applied ratably in direct order of maturity to the remaining amortization payments tranche of Term Loans consisting of the Refinanced Term Loans and the Refinanced Make-Whole Term Loans and to the tranche of Term Loans consisting of the New Money Term Loans. Amounts required to be deposited in the LC Facilities Cash Collateral Account under this Section 2.11 are in addition to any other requirement hereunder to deposit cash into the LC Facilities Cash Collateral account, and no such other obligation shall be satisfied by deposits 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 Lender2.11.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans Loans, Term C Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject other than as provided in Section 4.1(b) and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of LIBOR Loans or Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part 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 revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans or Term SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (ix) one (1) Business Day prior to (in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon ) or (New York City timey) one three (3) Business Day Days prior to or (ii) in the case of Revolving Credit LIBOR Loans that are ABR or Term SOFR Loans) (or, 10:00 a.m. on the same day asin each case, the date of such prepayment and shall promptly be transmitted by shorter time as the Administrative Agent to each of the relevant Lenders; may agree), (b) each partial prepayment of any Borrowing of Term Loans, Term C Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans Term SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans; , as applicable, and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Term SOFR Loans pursuant to this Section 5.1 on any day other than prior to 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 and Term C Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine ordetermine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Repayment Amounts or prepayments of Term Loans or Term C Loans as between existing Classes of Term Loans or Term C Loans, if not so specified on or prior as applicable, the Borrower shall be deemed to have elected that (i) in the time case of Term Loans, such voluntary prepayment, ratably prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans 161 AMERICAS 122173769123894352 then outstanding, if no Class was specified and (ii) in the case of Term C Loans, such prepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. 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 prepayment(e), as applicable. 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 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; provided , together with (except in the case of Revolving Loans that the Borrower may rescind any such notice if such prepayment would have resulted from are Base Rate Loans and Swingline Loans, other than in connection with a refinancing repayment of all of Loans) accrued interest to such date on the then outstanding Loansamount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 5.1(b), which refinancing shall not be consummated or shall otherwise be delayedif any, and accrued interest. Each prepayment in respect Partial prepayments of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class in an aggregate principal amount of Term $1,000,000 and integral multiples of $1,000,000 in excess of that amount. Partial prepayments of Revolving Loans shall be in such manner as the Borrower may determine an aggregate principal amount of $250,000 and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class integral multiples of $100,000 in such order as the Borrower may determine or, if not so specified on or prior to the time excess of such voluntary prepayment, ratably that amount. Partial prepayments of Swingline Loans shall be in direct order an aggregate principal amount of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms $250,000 and in integral multiples of any Other Term Loans entitled to such prepayment. At the Borrower’s election $100,000 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 excess of a Defaulting Lenderthat amount.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term 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 Parent Borrower, on behalf of the 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 Parent Borrower, on behalf of the 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 (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans and Protective Advances), one Business Day prior to or (iiiii) in the case of Revolving Credit Swingline Loans that are ABR Loansand Protective Advances, 10:00 a.m. on the same day ason, 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 (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $10,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans and Protective Advances) shall be in a minimum amount of $1,000,000 and in multiples of $1,000,000 in excess thereof and (iii) Swingline Loans shall be in a minimum amount of $500,000 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 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 Parent 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 prepayment2.11. At the Parent 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 Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(c), 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 made, which notice shall be given by the Borrower no later than 2:00 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 as, one (1) Business Day prior to the date of such prepayment (or, in any case under the foregoing clause (a)(i) or clause (a)(ii), such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $100,000 U.S.$250,000 and in an aggregate principal multiples of U.S.$100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of at least $1,000,000U.S.$250,000 and in multiples of U.S.$100,000 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 (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 prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with thereto, the applicable provisions Borrower shall, promptly after receipt of Section 2.12. Each a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such notice shall specify amount), pay to the date and amount Administrative Agent for the account of such prepayment and the Class(es) and Type(s) of Loans Lender any amounts required pursuant 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 delayedSection 2.11. Each prepayment in respect of Term any Loans pursuant to this Section 5.1 shall be (a1) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine specify and (b2) with respect to prepayments of Term Loans, applied to reduce Initialany 2019 Refinancing Term Loan Repayment Amounts applicable to such Class Amounts, any New Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amount, any Refinancing Term Loan Repayment Amount and any Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order (including order of application to scheduled amortization payments) as the Borrower may determine orspecify. Notwithstanding the foregoing, if not so specified on or prior to the time six-month anniversary of the Closing Date, all prepayments pursuant to this Section 5.1(a) shall behave been applied to the outstanding Initial Term B-2 Loans until such voluntary prepaymentInitial Term B-2 Loans, ratably together with all accrued but unpaid interest thereon, have been paid in full. Subject to the immediately preceding sentence, in the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity to on a pro rata basis with the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) applicable Class or the terms Classes, if a Class or Classes were specified, or among all Classes of any Other Term Loans entitled to such prepaymentthen outstanding, if no Class was specified. 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 Loans, including Term Loans and Revolving Credit Loans, as applicable, 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: (a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) the form of a Prepayment Notice 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 12:00 Noon (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; (b2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit 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 $1,000,000; 100,000 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 (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 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 (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine shall specify and (b) applied to reduce Initial Term A Loan Repayment Amounts, any Incremental Term Loan Repayment Amounts, any Replacement Term Loan Repayment Amounts applicable 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 and to such Classes 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.. 121

Voluntary Prepayments. The Borrower shall have the right right, at any time and from time to time, to prepay Term the Loans without penalty or premium. Borrower shall give Agent notice of any such prepayment with respect to Base Rate Loans and Revolving Credit not less than 3 Eurodollar Business Days prior written notice of any such prepayment with respect to LIBOR Rate Loans, in . 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 on which such prepayment is to be made (which shall be a Business Day or Eurodollar Business Day, as applicable). Each such prepayment shall be in an aggregate minimum amount of $250,000, and integral multiples of $50,000 in excess of such amount, in each case, and shall include interest accrued on the amount prepaid to, but not including, the date of payment in accordance with the terms hereof (or, in each case, such lesser amount constituting the amount of all Loans then outstanding). The foregoing to the contrary notwithstanding, (x) Borrower may not make a partial principal prepayment on a LIBOR Rate Loan; and (y) Borrower may prepay the full outstanding principal balance on a LIBOR Rate Loan prior to the end of the Interest Period, provided, that such prepayment is accompanied by a fee ("LIBOR Prepayment Fee") equal to the amount, if any, by which (i) the additional interest which would have been earned by the Lender Group had the LIBOR Rate Loan not been prepaid, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such prepayment and to the Class(eslast day of the then current Interest Period therefore, exceeds (ii) and Type(s) of Loans to be prepaid. If such notice is given the interest which would have been recoverable by the Borrower, Lender Group by placing the Borrower shall make such prepayment and amount of the payment amount specified LIBOR Rate Loan on deposit in such notice shall be due and payable the LIBOR market for a period starting on the date specified therein; provided that on which it was prepaid and ending on the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all last day of the then outstanding Loans, which refinancing shall not applicable Interest Period. Agent’s calculation of the LIBOR Prepayment Fee will 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 Lenderdeemed conclusive absent manifest error.

Voluntary Prepayments. The Borrower Company shall have the right to prepay Term Loans and privilege of prepaying the Revolving Credit LoansNotes, in each casethe Y2K Revolving Credit Notes, without premium or penalty (but subject to Section 2.20), and the Supplemental Revolving Credit Notes in whole or in part from (but if in part, then in a minimum amount of $250,000 or such greater amount which is an integral multiple of $50,000) and the Acquisition Financing/Term Notes in whole or in part (but if in part, then in a minimum amount of $500,000 or such greater amount which is an integral multiple of $50,000) at any time upon written notice to the Agent (prior to 12:00 noon Chicago time on any Business Day and any such notice received after such time to time be treated as though received at the opening of business 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 madenext Business Day), which notice shall promptly so notify the Lenders, by paying to the Agent for the account of the Lenders the principal amount to be given by the Borrower no later than prepaid and (i) in if such a prepayment prepays the case of Term Loans or Revolving Credit Loans (other than Notes in full and is accompanied by the termination in whole of the Revolving Credit Loans that are ABR Loans)Commitments, 12:00 noon (New York City time) one Business Day prior accrued interest thereon to or the date of prepayment plus any commitment fee which has accrued and is unpaid plus any prepayment fee due under Section 3.8 hereof, (ii) if such a prepayment prepays the Acquisition Financing/Term Notes in the case of Revolving Credit Loans that are ABR Loansfull, 10:00 a.m. on the same day as, accrued interest thereon to the date of such prepayment and shall promptly be transmitted plus, if accompanied by the Administrative Agent to each termination in whole of the relevant Lenders; Acquisition Financing Commitments, any commitment fee which has accrued and is unpaid plus any prepayment fee due under Section 3.8 hereof, (biii) each partial if such a prepayment of any Borrowing of Term Loans or prepays the Supplemental Revolving Credit Loans shall be Notes in a multiple full and is accompanied by the termination in whole 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 the Supplemental Revolving Credit Loans made pursuant Commitments, accrued interest thereon 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) date of prepayment plus any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this fee due under 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(es3.8 hereof, (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 prepays the Y2K Revolving Credit Notes in full and is accompanied by the termination in whole of the then outstanding LoansY2K Revolving Credit Commitments, accrued interest thereon to the date of prepayment plus any commitment fee which refinancing shall not be consummated or shall otherwise be delayed. Each has accrued and is unpaid plus any prepayment in respect of Term Loans pursuant to this fee due under Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine 3.8 hereof, and (bv) 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 any amounts due 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 Lenders under 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 Lender2.8 hereof.

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 conditionsconditions 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 2.122.11. 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 At the Borrower’s election, prepayments of Terms Loans pursuant to this Section 5.1 may be applied (i) pro rata among the Tranche B-1 Term Loans, the Borrower shall make such prepayment and Tranche B-2 Term Loans, the payment amount specified in such notice shall be due and payable on Tranche B-3 Term Loans, the date specified therein; provided that Tranche B-4 Term Loans and, the Tranche B-5 Term Loans or (ii) among the Class or Classes of Term Loans as the Borrower may rescind specify, subject to the pro rata application to Loans outstanding within any such notice if such prepayment would have resulted from a refinancing Class of all of the then outstanding Term 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 Repayment Amounts applicable to such Class Loans 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. Each prepayment of Revolving Credit Loans (other than any prepayment made in connection with a reduction of Revolving Credit Commitments pursuant to Section 4.2 or 4.3) shall be automatically applied pro rata among Tranche R-1 Revolving Credit Loans and Tranche R-2 Revolving Credit Loans.

Voluntary Prepayments. The Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000 (or the entire outstanding balance, if less) and subject to a $5,000,000 minimum prepayment on Term SOFR Rate Loans and Revolving Credit LoansBase Rate Loans (or the entire outstanding balance, in each case, without premium or penalty (but subject to Section 2.20if less), in whole or in part from time to time on the following terms and conditions: any Business Day; provided that (a) in the event of prepayment of any Term SOFR 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) U.S. Government Securities Business Days’ notice to the Administrative Agent prior to making such voluntary prepayment, and (ii) Borrower must, at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) time of its intent to make making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such payment, (b) in the amount event of prepayment of any Base Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) Borrower must provide one (1) Business Day’s notice to the Administrative Agent prior to making such voluntary prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest applicable to 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) Borrower shall not have the right to prepay 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 Bid Rate Loan before the applicable provisions Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of Section 2.12. Each such notice shall specify the date acceleration, Borrower must pay all accrued but unpaid interest 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 Funding Losses 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 Principal amounts prepaid may be reborrowed under the Borrower’s election in connection with any prepayment pursuant to terms and conditions of this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderAgreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to except as set forth in Section 2.202.11, clause (vi) of this Section 4.01(a), any Incremental Term Loan Commitment Agreement or any Extension Offer), 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 12:00 Noon (New York City time) at the Administrative AgentNotice Office (x) at least one (1) Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (y) at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify whether Term Loans, Incremental Term Loans under a given Tranche, Extended Term Loans under a given Tranche or Other Term Loans under a given Tranche shall be prepaid, the amount of such prepayment and (the Types of Term Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and 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 Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 4.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of 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 applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term 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 the Borrower shall have no force or LIBOR Revolving Credit Loans effect; (iii) each prepayment pursuant to this Section 5.1 on 4.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject applied pro rata among such Term Loans; (iv) except as otherwise permitted by Section 2.15 with respect to compliance by any Tranche of Extended Term Loans or as permitted in any Refinancing Amendment with respect to any Tranche of Other Term Loans or pursuant to Section 2.16, each prepayment in respect of any Tranche of Term Loans made pursuant to this Section 4.01(a) shall be allocated among each of the Borrower outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment; (v) except as otherwise permitted by Section 2.15 with respect to any Tranche of Extended Term Loans or as permitted in any Refinancing Amendment with respect to any Tranche of Other Term Loans or pursuant to Section 2.16, each 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 Tranche of Term Loans pursuant to this Section 5.1 4.01(a) shall be (a) applied on a pro rata basis to the remaining Scheduled Term Loan Repayments of such Class Tranche of Term Loans in such manner as directed by the Borrower may determine (or, in the absence of such direction, in the direct order of maturity thereof) and (bvi) applied to reduce any prepayment of Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Loans made on or prior to the time six month anniversary date 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 Closing Date in connection with any prepayment pursuant to this a Repricing Event shall be accompanied by the payment of the fee described in Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender3.01(c).

Voluntary Prepayments. The Borrower Company may, upon written or telephonic notice to Administrative Agent on or prior to 1:00 P.M. (New York City time) on the date of prepayment, which notice, if telephonic, shall have the right be promptly confirmed in writing, 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), any Swing Line Loan on any Business Day in whole or in part from time to time (without penalty or premium) in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Company may, upon not less than one Business Day's prior written or telephonic notice, in the case of Base Rate Loans and, if the related Interest Period or Interest Periods end on the following terms date of prepayment, LIBOR Loans, and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentnotice, the amount of such prepayment and (in the case of LIBOR Loans) , if the specific Borrowing(s) pursuant related Interest Period or Interest Periods do not end on the date of prepayment, in each case given to which made, which notice shall be given Administrative Agent 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 1:00 P.M. (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 asdate required and, the date if given by telephone, promptly confirmed in writing to Administrative Agent (who will promptly notify each Lender whose Loans are to be prepaid of such prepayment notification from Company), at any time and shall promptly be transmitted by the Administrative Agent from time to each of the relevant Lenders; (b) each partial prepayment of time prepay any Borrowing of Term Loans or Revolving Credit Loans shall be on any Business Day in a multiple of $100,000 and whole or in part (without penalty or premium) in an aggregate principal minimum amount of at least $1,000,0005,000,000 and multiples of $1,000,000 in excess of that amount; provided provided, however, that no partial prepayment a LIBOR Loan may only be prepaid on the expiration 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 unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to compliance by subsection 2.6D. Notice of prepayment having been given as aforesaid, the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and principal 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 become due and payable on the prepayment date specified therein; provided that . Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv). Notwithstanding anything in the Borrower may rescind any such notice foregoing provisions of this subsection 2.4B(i), if such Company incurs Extended Maturity Indebtedness, Company shall make a proportionate voluntary prepayment would have resulted from a refinancing of all of the then outstanding Extended Maturity Indebtedness concurrently with each voluntary prepayment of the Term 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 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 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 subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans and Revolving Credit LoansBase Rate Loans (or the entire outstanding balance, in each case, without premium or penalty (but subject to Section 2.20if 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 Day’s notice to the Administrative Agent prior to making such voluntary prepayment, and (ii) Borrower must, at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) time of its intent to make making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, (b) in the amount event of prepayment of any Base Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) Borrower must provide one (1) Banking Day’s notice to the Administrative Agent prior to making such voluntary prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest applicable to 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) Borrower shall not have the right to prepay 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 Bid Rate Loan before the applicable provisions Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of Section 2.12. Each such notice shall specify the date acceleration, Borrower must pay all accrued but unpaid interest 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 Funding Losses 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 Principal amounts prepaid may be reborrowed under the Borrower’s election in connection with any prepayment pursuant to terms and conditions of this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderAgreement.

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. The Borrower shall have the right to prepay Revolving Loans and Tranche B 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 (time, in each case subject to Section 3.11, but otherwise without premium or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentpenalty; provided, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madehowever, which notice shall be given by the Borrower no later than that (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 Loans (except Swingline Loans) shall be in a minimum principal amount of Term Loans or Revolving Credit $1,000,000 and integral multiples of $500,000 in excess thereof, and each partial prepayment of Swingline Loans 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 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 Loans100,000; and (cii) the Borrower shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, in the case of any Revolving Loan which is a Base Rate Loan or any Swingline Loan which is a Base Rate Loan or a Quoted Rate Loan by 11:00 A.M. (Charlotte, North Carolina time), on the date of prepayment, and, in the case of any other Loan, by 10:00 A.M. (Charlotte, North Carolina time), at least three (3) Business Days prior to the date of prepayment. Each notice of prepayment shall specify the prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid is a Revolving Loan, a Swingline Loan or a Tranche B Term Loan, whether the Loan to be prepaid is a Eurodollar Rate Loan, Base Rate Loan or Quoted Rate Loan, and, in the case of a Eurodollar Rate Loan or a Quoted Rate Loan, the Interest Period of such Loan. Each prepayment of LIBOR the Tranche B Term Loans or LIBOR shall be applied in the direct order of the remaining scheduled Principal Amorization. Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount stated therein on the date stated therein. If the Borrower fails to specify the application of a voluntary prepayment then such prepayment shall be applied first to the Swingline Loans, then to the Revolving Loans, then to Participation Interests in Letters of Credit and Swingline Loans pursuant to the extent such Participation Interests have been funded, then to the Tranche B Term Loans (and in the case of the Tranche B Term Loans in direct order of the remaining scheduled Principal Amortization Payments thereof, and in each case, first to Base Rate Loans and Quoted Rate Loans and then to Eurodollar Rate Loans in the direct order of Interest Period maturities). All prepayments under this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 3.03(a) shall be subject to compliance Section 3.11. All prepayments under this Section 3.03(a) shall be accompanied by accrued interest on the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify principal amount being prepaid to 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 Lenderpayment.

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 conditionsconditions 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 2.122.11. Each such notice shall specify At the date and amount Borrower’s election, prepayments of such prepayment Terms Loans pursuant to this Section 5.1 may be applied (i) pro rata among the Tranche B-1 Term Loans and the Class(esTranche B-2 Term Loans or (ii) and Type(s) among the Class or Classes of Term 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 as the Borrower may rescind specify, subject to the pro rata application to Loans outstanding within any such notice if such prepayment would have resulted from a refinancing Class of all of the then outstanding Term 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 Repayment Amounts applicable to such Class AmountsTerm Loans 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.. Each prepayment of Revolving Credit Loans (other than any prepayment made in connection with a reduction of Revolving Credit Commitments pursuant to Section 4.2 or 4.3) shall be automatically applied pro rata among Tranche R-1

Voluntary Prepayments. The Borrower Company shall have the right to voluntarily prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Advances 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 prepaymentupon giving, the amount of such prepayment and (in the case of a LIBOR LoansRate Advance, two (2) Business Days' prior written notice to the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) Agent and in the case of Term Loans or Revolving Credit Loans an Alternate Base Rate Advance written notice by 11:00 a.m. (other than Revolving Credit Loans that are ABR Loans)Houston, 12:00 noon (New York City Texas 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 to the Agent. Upon receipt of such notice, the Agent shall promptly be transmitted by the Administrative Agent to notify each applicable Lender 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 contents thereof 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) Lender's percentage participation of Loans to be prepaidsuch 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 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 therein and (a) applied no LIBOR Rate Advance may be prepaid prior to the last day of its Interest Period unless, simultaneously therewith, the Company pays to the Agent for the benefit of the affected Lenders, all sums necessary to compensate such Class of Term Loans Lenders for all costs and expenses resulting from such prepayment, as reasonably determined by such Lenders, including but not limited to those costs described in such manner as the Borrower may determine and Section 2.17 hereof; (b) each partial prepayment shall be made (i) in the case of a prepayment of a LIBOR Rate Advance, in a minimum aggregate principal amount of $1,000,000 and integral multiples of $100,000, and (ii) in the case of a prepayment of an Alternate Base Rate Advance, in a minimum aggregate amount of $250,000 and integral multiples of $50,000; and (c) during the Acquisition Facility Funding Period, each prepayment of any Loans, other than Revolving Loans shall be applied pro rata to reduce each remaining principal installment of the Term Loan Repayment Amounts applicable to such Class in such order as and the Borrower may determine orESOP Loan. After the Acquisition Facility Funding Period, 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 each prepayment of any Other Loans, other than Revolving Loans shall be applied pro rata to each remaining principal installment of the Term Loan, ESOP Loan and Acquisition Facility Loans entitled to such prepaymentuntil repayment of the Term Loan, ESOP Loan and Acquisition Facility Loans in full. At The amount of the Borrower’s election in connection with any prepayment pursuant to this Section 5.1Term Loan, such prepayment shall ESOP Loan and Acquisition Facility Loan prepaid may not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderreborrowed.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty except as set forth in subsection (but subject to Section 2.20)b) below, in whole or in part from time to time on the following terms and conditions: (ai) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writingwriting no later than 1:00 p.m. (New York City time)) 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 (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR a LIBOR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or (iiy) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as12:00 noon (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; (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 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 (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 delayed2.11. Each prepayment in respect of any 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 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. (a) The Borrower shall have the right to prepay Term Loans and Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit 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: (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) Term SOFR Loans the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and 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 1:00 p.m. (New York City time) one Business Day prior to or (iix) 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 (in the case of ABR Loans) or (y) three Business Days prior to the date of such prepayment (in the case of Term SOFR Loans), and, the Administrative Agent to shall promptly notify each of the relevant Lenders; , (b2) 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, and partial prepayments of Designated Acquisition Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple of $10,000 in excess thereof; 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 outstanding, Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term SOFR Loans or LIBOR Revolving Credit Loans; and (c3) 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) 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 converted or 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 converted or 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 on 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 Section 2.5(bprovisions of Sections 5.2(d) or the terms of any Other Term Loans entitled to such prepaymentand 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.

Voluntary Prepayments. The Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000 (or the entire outstanding balance, if less) and subject to a $5,000,000 minimum prepayment on Term SOFR Rate Loans, Base Rate Loans and Revolving Credit LoansQuoted Rate Loans (or the entire outstanding balance, in each case, without premium or penalty (but subject to Section 2.20if less), in whole or in part from time to time on the following terms and conditions: any Business Day; provided that (a) in the event of prepayment of any Term SOFR 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) U.S. Government Securities Business Days’ notice to the Administrative Agent prior to making such voluntary prepayment, and (ii) Borrower must, at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) time of its intent to make making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, (b) in the amount event of prepayment of any Quoted Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) Borrower must provide three (3) Business Days’ notice to the Administrative Agent prior to making such voluntary prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment and (c) in the case event of LIBOR Loans) the specific Borrowing(s) prepayment of any Base Rate Loan, whether voluntary (including payments pursuant to which made, which notice shall be given by the Borrower no later than Section 2.9 hereof) or on account of acceleration (i) in the case of Term Loans or Revolving Credit Loans Borrower must provide one (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time1) one Business Day prior Days’ notice 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 making such voluntary prepayment, ratably in direct order and (ii) Borrower must, at the time 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 making such prepayment, pay all accrued but unpaid interest applicable to such prepayment. At During the Borrower’s election in connection with Revolving Availability Period, principal amounts of any prepayment pursuant to Revolving Loan prepaid may be reborrowed under the terms and conditions of this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderAgreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay its Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but penalty, subject to Section 2.20)clause (b) below, 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 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 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, 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 amounts required to compensate such notice if such prepayment would have resulted from a refinancing Lender for any loss, cost or expense (excluding loss of all anticipated profits) actually incurred by reason of the then outstanding Loans, which refinancing shall not be consummated liquidation or shall otherwise be delayedreemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Loan. 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(f), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determine orspecify. Notwithstanding the foregoing, 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 may not repay Extended Term Loans of any Other Extension Series unless such prepayment is accompanied by a pro rata repayment of Term Loans entitled to such prepayment. At of the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Existing Term Loan Class from which such Extended Term Loans were converted (or Revolving Credit such Term Loans of the Existing Term Loan of a Defaulting LenderClass have otherwise been repaid in full).

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 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 Reference Rate Loans (other than Revolving Credit Loans that are ABR Swingline 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; , 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 applied pro rata among such Loans, provided that (ax) 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 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 (y) the Borrower may repay the Revolving Loans and Swingline Loans of a Non-Continuing Lender in connection with the termination of the Commitments of such Non-Continuing Lender in accordance with the requirements of clause (iii) of Section 3.02 without any accompanying repayment of the Revolving Loans or Swingline Loans, as the case may be, of the other Lenders, so long as all amounts, if any, due and owing to such Lender (and any other Lenders) pursuant to Section 1.11 are paid at such time.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term 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 Parent Borrower, on behalf of the 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 Parent Borrower, on behalf of the Borrowers, no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit LIBOR Loans, one Business Day prior to, (ii) in the case of ABR Loans (other than Revolving Credit Swingline Loans that are ABR Loansand Protective Advances), 12:00 noon (New York City time) one Business Day prior to or (iiiii) in the case of Revolving Credit Swingline Loans that are ABR Loansand Protective Advances, 10:00 a.m. on the same day ason, 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 (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $100,000 10,000,000, (ii) any ABR Loans (other than Swingline Loans and Protective Advances) shall be in an aggregate principal a minimum amount of at least $1,000,0001,000,000 and (iii) Swingline Loans shall be in a minimum amount of $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 Parent 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 prepayment2.11. At the Parent 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 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 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, prepay the Loans and the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madeprepayment, 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 $1,000,000100,000 and integral multiples of $100,000 in excess of that amount; provided that no partial and (iii) each prepayment in respect of LIBOR any Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce be applied pro rata to the A Term Loans and B Term Loans. Voluntary prepayments of Loans under the A Term Portion of the Loan Facility shall be applied to the prepayment of the outstanding LIBOR principal amount of A Term Loans or LIBOR Revolving Credit pro rata to all remaining Scheduled A Term Loans made pursuant to Principal Payments such Borrowing to that each Scheduled A Term Loans Principal Payment then remaining shall be reduced by an amount less than equal to the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; product of (A) such payment and (cB) any prepayment a fraction of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant which the numerator is equal 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 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 B Term Portion of the then outstanding Loans, which refinancing Loan Facility 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 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), Loans incurred by it 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 $1,000,000100,000 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 Loans under the Term Portion of the Loan Facility shall be subject applied to compliance the prepayment of the outstanding principal amount of Term Loans pro rata to all remaining Scheduled Term Loans Principal Payments such that each Scheduled 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 Term Loans Principal Payment then remaining and the Class(es) and Type(s) of Loans denominator is equal 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 Scheduled 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 LenderPrincipal Payments remaining.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to other than reimbursement of Lenders’ costs in accordance with Section 2.202.11), in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower Company shall give the Administrative Agent prior to 12:00 P.M. (noon) (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers’ intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers’ intent to prepay LIBORTerm SOFR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment, the date of prepayment (which shall be a Business Day) and (the Types of Loans to be prepaid and, in the case of LIBOR LIBORTerm SOFR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBORTerm SOFR Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except 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 a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (A) each partial prepayment of any Borrowing of Term Revolving 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 250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of LIBOR Term Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or LIBOR Revolving Credit such lesser amount as is acceptable to the Administrative Agent in any given case); provided, that if any partial prepayment of LIBORTerm SOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of LIBORTerm SOFR 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 LIBORTerm SOFR 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 the Company shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any 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 Revolving 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 Revolving Loans; provided, that 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 BorrowerCompany’s election in connection with any prepayment of 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.

Voluntary Prepayments. The Borrower shall have Borrowers may, upon one Business Day’s notice, prepay the right outstanding principal of the Loan beginning on July 31, 2002, and from time to prepay Term Loans time and Revolving Credit Loans, in each case, without premium or penalty (but subject at any time thereafter prior 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, 2002, 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 July 31, 12:00 noon (New York City time) one Business Day prior to 2002 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, 2003, 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 July 31,2002, 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 this 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. (i) The Borrower shall have the right at any time and from time to time to prepay Term Loans and Revolving Credit Loans, any Loan in each casewhole or in part, without premium or penalty (but other than as set forth in clause (ii) below, and subject to Section 2.203.05), in whole or in part from time to time on an aggregate principal amount that is an integral multiple of the following terms Borrowing Multiple and conditions: (a) not less than 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 prepaymentBorrowing Minimum or, if less, the amount of such prepayment and (outstanding, subject to prior notice in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madeaccordance with this Section 2.08(a)(i), which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Facilities. Each prepayment made pursuant to Section 2.08(a)(i) shall be made upon notice to the Administrative Agent, which may 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)telephone, 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 which notice must be transmitted received by the Administrative Agent not later than 11:00 a.m. Local Time (x) three Business Days prior to each any date of the relevant Lenders; (b) each partial prepayment of any Borrowing Eurodollar Rate Loans and (y) one Business Days prior to the date 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 the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class(es) applicable Facility and Type(s) of Loans to be prepaid, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and if such prepayment will be made with the prepayment premium described in clause (ii) below. Each telephonic notice by the Borrower pursuant to Section 2.08(a)(i) must be confirmed promptly by delivery to the Administrative Agent of a written prepayment notice in a form approved by the Administrative Agent, appropriately completed and signed by an Authorized Officer of the Borrower. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s percentage (carried out to the ninth decimal place) of the applicable Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such . Any prepayment would have resulted from of 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 Eurodollar Rate Loan under this Section 5.1 2.08 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 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 Lender3.05.

Voluntary Prepayments. The Borrower shall have the right to prepay its 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 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 or Alternative Currency Term Rate Loans) the specific Borrowing(s) pursuant to which made, 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 Swingline 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 Swingline Loans, 10:00 a.m. on the same day ason, 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 (i) any Borrowing of Term LIBOR Loans or Revolving Credit denominated in Dollars shall be in a minimum amount of $10,000,000, (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000, (iii) any Loans denominated in Euro shall be in a minimum amount of €10,000,000, (iv) any Loans denominated in Sterling shall be in a minimum amount of £5,000,000 and (v) Swingline Loans shall be in a multiple minimum amount of $100,000 and in an aggregate principal amount of at least $1,000,000500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Alternative Currency Term Rate 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 Alternative Currency Term Rate Loans; , as applicable and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans pursuant to this Section 5.1 5.1(a) 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 the Class or Classes of Term Loans as the Borrower may specify and (b) as to any such Class of Term Loans in such manner as the Borrower may determine and (b) Loans, applied to reduce Term Loan Repayment Amounts applicable to such Class thereunder 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.

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. (a) 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 2.205.01(b)), 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 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 a LIBOR Loans, 11:00 a.m. (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City Central time) one three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 11:00 a.m. on the same day as(Central time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) (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) (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 5.01 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 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 5.01 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce 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 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 Lenderdetermine.

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 Eurodollar 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 time) on the date of such prepayment in the case of Swingline Loans and shall (z) prior to 12:00 Noon (New York time) at least three Business Days prior to the date of such prepayment in the case of Eurodollar 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 4.01(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 4.01(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 4.01(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 Eurodollar 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 Eurodollar 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 Eurodollar Loans, such Borrowing may not be continued as a Borrowing of Eurodollar 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(es4.01(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 (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as Borrowing, provided that 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 Revolving Loans or U.S. Borrower Revolving Loans pursuant to this Section 5.14.01(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; (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 4.01 shall, subject to the immediately succeeding proviso, be applied (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, provided that the applicable Borrower shall have delivered to the Administrative Agent prior written notice of its election to apply such repayments pursuant to this clause (1), 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 in such manner as shall be directed by the applicable Borrower in the respective notice of prepayment delivered pursuant to Section 4.01(a) or, if no such direction is given, 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).