Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator at the 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Revolving Loans in whole or in part from time to time on the following terms and conditions: without premium or penalty; provided, however, that (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office (A) Eurocurrency Rate Loans denominated in Dollars may only be prepaid on three Business Days’ prior written notice to the Administrative Agent, (or telephonic B) Eurocurrency Rate Loans denominated in Alternative Currencies may only be prepaid on four Business Days’ prior written notice promptly confirmed to the Administrative Agent, (C) Eurocurrency Rate Loans denominated in writing) of its intent Special Notice Currencies may only be prepaid on five Business Days’ prior written notice to make such prepayment, the amount of such prepayment Administrative Agent and (in D) Base Rate Loans may be prepaid on same-day prior written notice to the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which madeAdministrative Agent, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each such partial prepayment of any Borrowing Eurocurrency Rate Loans or Base Rate Loans shall be in an aggregate the minimum principal amount of at least $25,000,0005,000,000 and integral multiples of $1,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each such partial prepayment in respect of any Revolving Swing Line Loans made pursuant to a Borrowing shall be applied pro rata among in the minimum principal amount of $1,000,000 and integral multiples of $100,000 and (iv) Competitive Bid Loans may not be prepaid unless a breakage fee equal to the amount of damages suffered by the Lender (other than loss of anticipated profits) whose Competitive Bid Loan is prepaid is paid to such Revolving Loans, provided that at the Borrower's election Lender (as determined by such Lender in connection with any prepayment its reasonable discretion). Amounts prepaid pursuant to this Section 3.013.3 (a) shall be applied as the Borrower may elect; however, if the Borrower fails to specify, such prepayment shall not will be applied to any Revolving Loan of a Defaulting Bank at any time when in 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 Loansmanner set forth in Section 3.3(d) below.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Revolving Loans made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: : (i) the such Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Revolving Loans, the amount of such prepayment prepayment, the currency in which such Loans are denominated and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by the such Borrower no later than 11:00 A.M. (x) prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans and (y) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000, or the Dollar Equivalent thereof, provided that no partial prepayment of Eurodollar any Revolving Loans made pursuant to a single Borrowing shall reduce the outstanding aggregate principal amount of the Revolving Loans made pursuant to such Borrowing outstanding to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment ; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01, 4.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment shall not any payments required to be applied made pursuant to any Revolving Loan Section 1.12 as a result of a Defaulting Bank 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 outstandingprepayment are made. The No Borrower shall not have the right under this Section 4.01 to voluntarily prepay any principal amount of any Competitive Bid Loans.

Voluntary Prepayments. The Borrower ​ (a) Borrowers shall have the right to prepay Revolving the outstanding remaining balance of the Loans in whole or in part from time to time partfull on the following terms and conditions: : (i) the Borrower Borrowers shall give the Payments Administrator at the Payments Administrator's Office Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, prepayment and (B) the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which madeprepayment, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day 5:00 p.m. 1590 calendar days prior to the date of such prepayment and prepayment, andwhich notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; relevant Lenders, as the case may be; (ii) each partial such prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that equal to no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans$1,000,000; and (iiiiiiii) each such prepayment may only be made on the last Business Day of a calendar month. ​ ​ (b) Any voluntary prepayment of the Loans hereunder that is made prior to the Maturity Date, the Dispensary Loan Maturity Date or the Delayed Draw Term Loan Maturity Date, as applicable, or any payment upon acceleration in respect accordance with Section 10.02 (including, for the avoidance of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loansdoubt, provided that at the Borrower's election in connection with an Event of Default under Section 10.01(a), 10.01(h) or 10.01(j)) and, for the avoidance of doubt, any prepayment pursuant to this Section 3.01refinancing of the Loans) shall be accompanied by all accrued interest on the amount prepaid, such prepayment shall not be applied to together with any Revolving applicablethe Make-Whole Amount or, the Delayed Draw Term Loan of a Defaulting Bank at any time when Make-Whole Amount and the aggregate amount of Revolving Loans of any NonDispensary Loan Make WholeMake-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then outstandingWhole Amount. The Borrower shall not have the right to voluntarily prepay any Competitive Bid Loans.​

Voluntary Prepayments. The Borrower shall have may, at its option, prepay the right to prepay Revolving Loans ABR Advances and Eurodollar Advances, in whole or in part part, without premium or penalty (other than any indemnification amounts, as provided for in Section 2.14) at any time and from time to time on by notifying the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent in writing at the 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) least one Business Day prior to the proposed prepayment date in the case of Loans consisting of ABR Advances and at least three Business Days prior to the proposed prepayment date in the case of Loans consisting of Eurodollar Advances, specifying the Loans to be prepaid consisting of ABR Advances, Eurodollar Advances or a combination thereof, the amount to be prepaid and the date of prepayment. Such notice shall be irrevocable and the amount specified in such prepayment notice shall be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly be transmitted by the Payments Administrator to notify each Lender in respect thereof. Partial prepayments of the Banks; (ii) each partial prepayment of any Borrowing ABR Advances and/or Eurodollar Advances shall be in an aggregate minimum principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall be at least (subject to Section 2.3(c)) $25,000,0001,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. Notwithstanding anything in this Agreement to the contrary, provided that no partial prepayment voluntary prepayments by the Borrower of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 LoansAdvances are not permitted.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Credit Loans, without premium or penalty (other than amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of 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 any date on the following terms and conditions: : (ia) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's 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 Eurodollar SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. 1:00 p.m. (New York timex) one (1) Business Day prior to (in the case of ABR Loans) or (y) three (3) Business Days prior to (in the case of SOFR Loans) (or, in each case, such prepayment and shall promptly be transmitted by shorter time as the Payments Administrator to each of the Banks; Administrative Agent may agree), (iib) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $25,000,000, 5,000,000; provided that no partial prepayment of Eurodollar SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans; SOFR Loans and (iiic) each any prepayment in respect of any Revolving SOFR Loans made pursuant to a Borrowing this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto shall be applied pro rata among such Revolving Loans, provided that at subject to compliance by the Borrower with the applicable provisions of Section 2.11. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(e). At the Borrower's ’s election in connection with any prepayment pursuant to this Section 3.015.1, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 LoansLender.

Voluntary Prepayments. The Prior to the applicable Stated Maturity Date, either Borrower shall have the right to prepay Revolving Loans in whole or in part may, at any time and from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the following terms and conditionsoutstanding principal amount of the Loans; provided, however, that: (a) any such prepayments shall be made Pro Rata among Loans of the same Class and, if applicable, having the same Interest Period of all the applicable Lenders; (b) all such voluntary prepayments shall require (i) the Borrower shall give the Payments Administrator at the 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 Eurodollar Rate Loans) , notice to the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. Administrative Agent on or before 2:00 p.m. (New York City time) one not less than three Business Day prior to such Days in advance of any prepayment thereof, and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment in the case of Base Rate Loans, notice to the Administrative Agent on or before 2:00 p.m. (New York City time) on the Business Day of any Borrowing prepayment thereof; and (c) all such voluntary partial prepayments shall be (i) in the case of Revolving Loans, Term Loans and Delayed Draw Term Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 or, if less, the aggregate principal amount of at least $25,000,000the relevant Loans outstanding hereunder, provided or (ii) in the case of Swing Line Loans, in any minimum or multiple amount; provided, that no partial a notice of a voluntary prepayment delivered by either Borrower may state that such notice is conditioned upon the effectiveness of Eurodollar Loans made pursuant other transactions, in which case such notice may be revoked or delayed by such Borrower (by notice to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant Administrative Agent on or prior to the date of the requested prepayment) if (x) such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; condition is not satisfied and (iiiy) each prepayment the Borrowers pay all amounts that are required to be paid in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection accordance with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans4.4.

Voluntary Prepayments. The Borrower shall have the right to prepay the Revolving Loans Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Administrative Agent prior to 12:00 Noon (New York time) at the Payments Administrator's Notice Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Revolving Loans, the amount of such prepayment and (the Types of Revolving Loans to be prepaid and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Administrative Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; ; (ii) each partial prepayment of any Borrowing Revolving Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $25,000,0002,000,000, provided that no if any partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving principal amount of Eurodollar 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 Eurodollar LoansLoans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans and/or Revolving Loans and/or Swingline Loans, in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Agent at the Payments Administrator's Payment 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks;or (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000 (or $100,000 in the case of Swingline Loans), provided that no -------- partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; (iv) subject to --- ---- the provisions of Section 4.2(B)(e), provided that at the Borrower's election in connection with any each prepayment of Term Loans pursuant to this Section 3.01, such 4.1 shall be allocated pro rata between the Tranche A Term --- ---- Loans and the Tranche B Term Loans based upon the respective outstanding principal amounts thereof; and (v) each prepayment of Tranche A Term Loans or Tranche B Term Loans pursuant to this Section 4.1 shall not be applied to any Revolving Loan the then remaining Scheduled Repayments thereof in the direct chronological order of a Defaulting Bank at any time when such Scheduled Repayments (based upon the aggregate then remaining principal amount of Revolving Loans of any Non-Defaulting Bank exceeds each 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 LoansScheduled Repayment).

Voluntary Prepayments. The Borrower shall not be permitted to make any voluntary prepayments of Term Loans prior to August 16, 2011. The Borrower shall have the right to prepay Revolving Loans the Term Loans, without premium or penalty (except as provided in Section 3.01(b)), in whole or in part at any time and from time to time on or after August 16, 2011 (but not before such date) on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Administrative Agent prior to 12:00 Noon (New York City time) at the Payments Administrator's Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Term Loans, which notice shall specify the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall Administrative Agent shall, promptly be transmitted by the Payments Administrator transmit to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing Term Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant 1,000,000 (or such lesser amount as is acceptable to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LoansAdministrative Agent); and (iii) each prepayment in respect of any Revolving Term Loans made pursuant to a Borrowing this Section 4.01 shall be applied pro rata among such Revolving Term Loans, provided that at the Borrower's election in connection with any ; (iv) each prepayment of Term Loans pursuant to this Section 3.01, 4.01 shall reduce the then remaining Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments after giving effect to all prior reductions thereto); and (v) at the time of any such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when Term Loans, 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 pay to the right to voluntarily prepay any Competitive Bid LoansAdministrative Agent the applicable fee required under Section 3.01(b). No voluntary prepayments of Term Loans shall be permitted except in accordance with this Section 4.01.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower shall give the Payments Administrator Administrative Agent prior to 12:00 Noon (New York time) at the Payments Administrator's Notice Office at least three Business Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay such prepaymentLoans, which notice (in each case) shall specify the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Administrative Agent shall promptly be transmitted by the Payments Administrator transmit to each of the BanksLenders; (ii) each partial prepayment of any Borrowing prepayments shall be in an aggregate principal amount of at least $25,000,000500,000 or a whole multiple of $100,000 in excess thereof with respect to Base Rate Loans and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Rate Loans, provided that no partial prepayment of Eurodollar Loans made pursuant and shall be applied on a pro rata basis to a single Borrowing shall reduce the outstanding Revolving amount of the Loans made pursuant to included in such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansprepayment; and and (iii) each prepayment in respect at the time of any Revolving prepayment of Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.014.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 2.10. Notwithstanding the foregoing (and as provided in clause (1) of the proviso to Section 2.14(a)), the Borrower may not prepay Extended Loans unless such prepayment shall not be applied to any Revolving Loan is accompanied by a pro rata repayment of a Defaulting Bank at any time when Existing Loans under the aggregate amount Existing Commitments (or such Loans and Commitments 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 the Existing Class have the right to voluntarily prepay any Competitive Bid Loansotherwise been repaid and terminated in full).

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's its Notice Office (x) written notice prior to 12:00 Noon (or telephonic New York time) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans and (y) written notice promptly confirmed prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in writing) the case of Base Rate Loans of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (the Types of Loans to be prepaid, and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Administrative Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, the applicable Minimum Borrowing Amount; provided that no partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar LoansAmount; and and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Revolving Loans Loans, in whole or in part part, without premium or penalty (except as required by Section 1.11), from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator'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 A Loans, Term B Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given received by the Borrower no later than 11:00 A.M. Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ); (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0005,000,000, provided PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Revolving Loans, provided that at the Borrower's election in connection with any ; and (iv) each prepayment of Term Loans pursuant to this Section 3.01, such prepayment 4.01 shall not be applied to any Revolving Loan of the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Facility on a Defaulting Bank at any time when PRO RATA basis (based upon the aggregate then remaining principal amount of Revolving Loans of any Non-Defaulting Bank exceeds each 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 LoansScheduled Repayment).

Voluntary Prepayments. (a) The Borrower Company may from time to time, upon at least (i) one (1) Business Day prior notice (in the event such notice pertains to Alternate Base Rate Term Loans) or (ii) three (3) Business Days’ prior notice (in the event such notice pertains to Eurodollar Term Loans) (by telephone (confirmed in writing promptly thereafter), facsimile or e-mail) received by the Administrative Agent (prior to 12:00 noon, New York City time, in the event such notice pertains to Alternate Base Rate Term Loans) (which shall have advise each Bank thereof as soon as practicable thereafter), prepay the right to prepay Revolving Term Loans of any Class in whole or in part from time part, without, except as provided in Section 3.04 hereof, premium or penalty (such prepayment to time on be pro rata to the following terms and conditions: (i) Banks according to the Borrower shall give respective unpaid principal amounts of the Payments Administrator at the Payments Administrator's Office written notice Term Loans made by them (or telephonic notice promptly confirmed in writing) as between Banks which are affiliates of its intent each other, as they may determine and notify to make the Administrative Agent)); provided, however, that each such prepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial 50,000,000 or an integral multiple of $10,000,000 in excess of $50,000,000. (b) Each notice of prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce specify the outstanding Revolving Loans made pursuant to such Term Loan Borrowing to an amount less than be prepaid and its Class, the Minimum Borrowing Amount for Eurodollar Loans; prepayment date and (iii) each prepayment in respect of any Revolving Loans made pursuant the aggregate principal to a Borrowing be prepaid, and shall be applied pro rata among irrevocable; provided that, any notice of prepayment may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such Revolving Loans, provided that at notice may be revoked by the Borrower's election in connection with any prepayment pursuant Company (by notice to this Section 3.01, the Administrative Agent) if such prepayment shall condition is not satisfied. Amounts prepaid may not be applied to any Revolving Loan of a Defaulting Bank 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 Loansreborrowed.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's its Notice Office (x) written notice prior to 12:00 Noon (or telephonic New York time) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans and (y) written notice promptly confirmed prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in writing) the case of Base Rate Loans of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (the Types of Loans to be prepaid, and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Administrative Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided the applicable Minimum Borrowing Amount; PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar LoansAmount; and and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Parent Borrower shall have the right to prepay Revolving Loans or Term Loans, without premium or penalty (except for amounts payable to Section 1.11), in whole or in part part, from time to time on the following terms and conditions: : (i) the Parent Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator'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 Revolving Loans or Term Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given received by the Borrower Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment, or (y) in the case of Eurodollar Loans, at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000, provided that no partial prepayment of Eurodollar any Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans$1,000,000; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment ; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01, 4.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment shall not any payments required to be applied made pursuant to any Revolving Loan Section 1.11 as a result of a Defaulting Bank 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 Loansprepayment are made.

Voluntary Prepayments. The Borrower shall have may, at its option, at any time and from time to time, prepay the right to prepay Revolving Loans Loans, in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office part, upon giving five Business Days' prior written notice to the Administrative Agent. Such notice shall specify the date and amount of prepayment and whether the prepayment is (or telephonic notice promptly confirmed in writing1) of its intent Term Loans or Revolving Credit Loans, or a combination thereof, and (2) of Eurodollar Loans, Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to make each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's Applicable Percentage of such prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of such prepayment and (the Interest Period applicable thereto) any amounts payable pursuant to Section 2.16 and, in the case of Eurodollar Loansprepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Prepayments of (A) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment 2.8(b) shall not be applied in the inverse order of maturity of the remaining scheduled installment payments of the Term Loans required pursuant to Section 2.4(b); and (B) the Revolving Credit Loans pursuant to this Section 2.8(b) shall be applied to any payment of the Revolving Loan of a Defaulting Bank 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 Credit Loans then outstanding. The Borrower Each prepayment of Loans shall not have be in the right to voluntarily prepay any Competitive Bid minimum principal amount of $500,000 and in integral multiples of $100,000 or in the aggregate principal balance outstanding on the Term Loans or on the Revolving Credit Loans, as applicable.

Voluntary Prepayments. The (a) At any time and from time to time, the Borrower shall have the right to prepay Revolving Loans the Loans, in whole or in part from time part, together with accrued interest to time on the following terms and conditions: date of prepayment, without premium or penalty (iexcept as provided in clause (iii) the Borrower shall give the Payments Administrator at the Payments Administrator's Office below), upon written notice (or telephonic notice promptly confirmed in writing) of its intent given to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no Administrative Agent not later than 11:00 A.M. 12:00 p.m. three (New York time3) U.S. Government Securities Business Days prior to each intended prepayment of SOFR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans, unless such prepayment and shall promptly be transmitted notice requirement is shortened by the Payments Administrator to each of the Banks; Administrative Agent; provided that (iii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least not less than $25,000,000500,000 or, provided that if greater, an integral multiple of $100,000 in excess thereof in the case of SOFR Loans and an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof in the case of Base Rate Loans, (ii) no partial prepayment of Eurodollar SOFR Loans made pursuant to a any single Borrowing shall reduce the outstanding Revolving principal amount of the remaining SOFR Loans under such Borrowing to less than $500,000 or to any greater amount not an integral multiple of $100,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a SOFR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of SOFR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section 2.7(a), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto. (b) Each prepayment of the Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iiiSection 2.7(a) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata ratably among such Revolving Loansthe Lenders holding the Loans being prepaid, provided that at in proportion to the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when the aggregate principal 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 Loansheld by each.

Voluntary Prepayments. The From time to time on any Business Day, the Borrower shall have the right to prepay Revolving Loans may make a voluntary prepayment, in whole or in part from time to time on part, of the following terms and conditions:outstanding principal amount of any (i) i Loans (other than Swing Line Loans); PROVIDED, HOWEVER, that (A0 any such prepayment of the Term A Loans or Term B Loans shall be applied to the Term A Loans and/or Term B Loans as the Borrower shall give direct (or, in the Payments Administrator absence of any such direction, PRO RATA among Term A Loans and Term B Loans), and subject to such application, shall be made PRO RATA among Term A Loans and Term B Loans, as applicable, of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term A Loans or Term B Loans (with the amounts so allocated to the Term A Loans or the Term B Loans being applied to the remaining amortization payments for the Term A Loans and the Term B Loans, as the case may be, in such amounts as the Borrower shall determine) and any such prepayment of Revolving Loans shall be made PRO RATA among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B0 all such voluntary prepayments shall require at the Payments Administrator's Office least one but no more than five Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment Administrative Agent; and (C0 all such voluntary partial prepayments shall be, in the case of Eurodollar LIBO Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal minimum amount of at least $25,000,0001,000,000 and an integral multiple of $250,000 and, provided that no partial prepayment in the case of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Base Rate Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when the an aggregate minimum amount of Revolving Loans $1,000,000 and an integral multiple 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.$250,000; and

Voluntary Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay Revolving Loans any Borrowing, in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator part, upon at the Payments Administrator's Office least three Business Days’ prior written or fax notice (or telephonic telephone notice promptly confirmed in writingby written or fax notice) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) at least one Business Day prior to such the date of prepayment and shall promptly be transmitted by in the Payments Administrator case of ABR Loans, to each of the Banks; (ii) Administrative Agent before 1:00 p.m., New York City time; provided, however, that each partial prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of at least $25,000,000each Borrowing (or portion thereof) to be prepaid, provided that no partial prepayment of Eurodollar Loans made pursuant shall be irrevocable and shall commit the Borrower to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may (x) revoke such notice prior to an amount less the proposed date of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided further, however, that the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in provisions of ‎Section 2.16 shall apply with respect of to any Revolving Loans made pursuant to a Borrowing such revocation or extension. All prepayments under this ‎Section 2.12 shall be applied pro rata among such Revolving Loans, provided subject to ‎Section 2.16 but otherwise without premium or penalty. All prepayments under this ‎Section 2.12 (other than prepayments of ABR Loans that at the Borrower's election are not made in connection with any prepayment pursuant the termination or permanent reduction of the Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to this Section 3.01, such prepayment shall not be applied prepaid to any Revolving Loan but excluding the date of a Defaulting Bank 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 Loanspayment.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Credit Loans, without premium or penalty (other than amounts, if any, required to be paid pursuant to Section 2.112.11 with respect to prepayments of 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 any date on the following terms and conditions: : (ia) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's 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 Eurodollar SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. 1:00 p.m. (New York timex) one (1) Business Day prior to (in the case of ABR Loans) or (y) three (3) Business Days prior to (in the case of SOFR Loans) (or, in each case, such prepayment and shall promptly be transmitted by shorter time as the Payments Administrator to each of the Banks; Administrative Agent may agree), (iib) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $25,000,000, 5,000,000; provided that no partial prepayment of Eurodollar SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans; SOFR Loans and (iiic) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment of SOFR Loans pursuant to this Section 3.01, such prepayment 5.1 on any day prior to the last day of an Interest Period applicable thereto shall not be applied subject to any Revolving Loan compliance by the Borrower with the applicable provisions of a Defaulting Bank 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 LoansSection 2.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment 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 (in the case of Eurodollar Loans) the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one at least five Business Day Days prior to the date of such prepayment and of Loans, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000 and, if greater, in an integral multiple of $100,000, provided that no partial prepayment of Eurodollar Loans made pursuant pur suant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Amount; (iii) Eurodollar LoansLoans may only be prepaid pursuant to this Section 4.01 on the last day of the Interest Period applicable thereto; and (iiiiv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among the Banks which made such Revolving Loans, provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 3.014.01, such prepayment shall not be applied to any Revolving Loan Loans of a Defaulting Bank 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 Each Borrower shall have the right to prepay Revolving the Loans without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (i) the such Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's its Notice Office written at least two Business Days' prior notice (or telephonic in the case of Eurocurrency Rate Loans) and same-day prior notice promptly confirmed (in writingthe case of Base Rate Loans) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (prepayment, the Types of Loans to be prepaid, and, in the case of Eurodollar Eurocurrency Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Administrative Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, 1,000,000 in the case of Base Rate Loans and $5,000,000 in the case of Eurocurrency Rate Loans; provided that no partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than $1,000,000 in the Minimum Borrowing Amount for Eurodollar case of Base Rate Loans and $5,000,000 in the case of Eurocurrency Rate Loans; (iii) prepayments of Eurocurrency Rate Loans made pursuant to this Section 5.01 may only be made if at the time of such prepayment such Borrower shall have paid in full all amounts requested by any of the Banks pursuant to Section 2.11; and (iiiiv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans (subject to prepay Revolving Loans clauses (b) and (c) below) may be repaid in whole or in part from time without premium or penalty (except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to time on the following terms and conditionsSection 3.05); provided that: (i) the Borrower shall give the Payments Administrator at the 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 Eurodollar Loans other than Swing Line Loans, (A) notice thereof must be received by 1:00 p.m. by the specific Borrowing(sAdministrative Agent at least three (3) pursuant Business Days prior to which madethe date of prepayment, which notice and (B) any such prepayment shall be given by in the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by same minimum amounts as provided for Borrowings in Section 2.02(a), or, in each case, the Payments Administrator to each of the Banks;entire remaining principal amount thereof, if less; and (ii) each partial in the case of Swing Line Loans, (A) notice thereof must be received by the Swing Line Lender by 1:00 p.m. on the date of prepayment of (with a copy to the Administrative Agent), and (B) any Borrowing such prepayment shall be in an aggregate the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the Swing Line Lender). Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of at least $25,000,000, provided that no partial prepayment and the Loans and Types of Loans which are to be prepaid. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. Prepayments of Eurodollar Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing hereunder shall be applied pro rata among such Revolving Loansaccompanied by accrued interest thereon and breakage amounts, provided that at the Borrower's election in connection with any prepayment pursuant to this if any, under Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans3.05.

Voluntary Prepayments. The Borrower shall have Company may, upon not less than one Business Day’s prior written or telephonic notice, in the right case of Base Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of Eurodollar Rate Loans, in each case given to prepay Administrative Agent by 1:00 P.M. (New York City time) on the date required and, 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, at any time and from time to time prepay, without premium or penalty but subject to subsection 2.6D, any Term Loans or Revolving Loans on any Business Day in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the an aggregate minimum amount of such prepayment $1,000,000 and (multiples of $100,000 in the case excess of Eurodollar Loans) the specific Borrowing(s) that amount. All written notices delivered pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York timethis subsection 2.4B(i) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate the form of a Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) shall be irrevocable, and once given as aforesaid, the principal amount of at least $25,000,000the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided, provided however, that no partial notwithstanding anything to the contrary contained in this Agreement, Company may rescind a Notice of Prepayment under this subsection 2.4B(i) and/or subsection 2.4B(ii) if such prepayment would have resulted from a refinancing of Eurodollar the Commitments and Loans made pursuant to a single Borrowing outstanding hereunder, which refinancing shall reduce the outstanding Revolving Loans made pursuant to not be consummated or shall otherwise be delayed. Any such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each voluntary prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election as specified in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loanssubsection 2.4B(iv).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Revolving Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Administrative Agent prior to 11:00 A.M. (New York time) at the Payments Administrator's Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify (I) whether Initial Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans or Swingline Loans shall be prepaid, (II) the amount of such prepayment prepayment, (III) the Types of Loans to be prepaid, and (IV) in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such Administrative Agent shall, except in the case of a prepayment and shall of Swingline Loans, promptly be transmitted by the Payments Administrator transmit to each of the Banks; Lenders; (ii) (x) each partial prepayment of any Borrowing Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $25,000,000500,000 (or such lesser amount as is acceptable to the Administrative Agent), (y) each partial prepayment of Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $500,000 (or such lesser amount as is acceptable to the Administrative Agent) 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 $50,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that no if any partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving principal amount of Eurodollar 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 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 the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's ’s election in connection with any prepayment of Revolving Loans pursuant to this Section 3.014.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Bank Lender; (iv) 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 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 amount of such prepayment; and (v) each prepayment of any Tranche of Term Loans pursuant to this Section 4.01(a) shall reduce the then remaining Scheduled Term Loan Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment of such Tranche of Term Loans after giving effect to all prior reductions thereto). (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right, upon five Business Days’ prior written notice to the Administrative Agent at any time when the aggregate amount Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans of such Lender, together with accrued and unpaid interest, Fees, and all other amounts (including all amounts, if any, owing under Section 1.11) then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Non-Defaulting Bank exceeds Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such Non-Defaulting Bank's Lender is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), and (y) such Lender’s RL Percentage of all Revolving outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of any Tranche of Term Loans pursuant to this Section 4.01(b) shall reduce the then outstanding. The Borrower shall not have remaining Scheduled Term Loan Repayments of such Tranche of Term Loans on a pro rata basis (based upon the right then remaining principal amount of each such Scheduled Term Loan Repayment of such Tranche of Term Loans after giving effect to voluntarily prepay any Competitive Bid Loansall prior reductions thereto).

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans Loans, without premium or penalty (except for amounts payable pursuant to Section 1.11), in whole or in part part, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator'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 Term Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given received by the Borrower Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. 12:00 Noon (New York time) one Business Day prior to the date of such prepayment and prepayment, or (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000, provided PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans$1,000,000; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Revolving Loans, provided that at the Borrower's election in connection with any ; and (iv) each prepayment of Term Loans pursuant to this this Section 3.01, such prepayment 3.01 shall not be applied to any Revolving Loan of reduce the then remaining Scheduled Repayments on a Defaulting Bank at any time when PRO RATA basis (based upon the aggregate then remaining principal amount of Revolving Loans of any Non-Defaulting Bank exceeds each 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 LoansScheduled Repayment).

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans in whole or in part at any time and from time to time on to prepay all or any portion of the following terms and conditions: Loans without premium or penalty (i) but subject to Section 3.5), by delivering to the Borrower shall give the Payments Administrator at the Payments Administrator's Office Administrative Agent an irrevocable 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) thereof at least one Business Day prior to the proposed prepayment date, in the case of Loans consisting of ABR Advances, and at least three Business Days prior to the proposed prepayment date, in the case of Loans consisting of Eurodollar Advances, specifying (A) whether the Loans to be prepaid are Facility A Loans, Facility B Loans or a combination thereof, (B) whether such prepayment Loans consist of ABR Advances, Eurodollar Advances, or a combination thereof, (C) the amount to be prepaid and (D) the date of prepayment, whereupon the amount specified in such notice shall be due and payable on the date specified. Upon receipt of each such notice, the Administrative Agent shall promptly be transmitted by the Payments Administrator to notify each of the Banks; (ii) each Lender thereof. Each partial prepayment of any Borrowing the Loans pursuant to this subsection shall be in an aggregate amount equal to the Minimum Amount, or, if less, the outstanding principal amount balance of at least $25,000,000the Facility A Loans or Facility B Loans, provided that no as the case may be. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of Eurodollar Loans made pursuant to a single Borrowing shall reduce borrowing, a conversion or a continuation) on the same date and which had the same Interest Period, the outstanding Revolving Loans made pursuant principal balance of such Eurodollar Advances shall equal or exceed (subject to such Borrowing to an amount less than Section 3.3) the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 LoansAmount.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans Loans, without premium or penalty, in whole or in part part, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Agent at the Payments Administrator's its Notice 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 (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks;which (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0005,000,000 (and, provided if greater, in an integral multiple of $1,000,000), PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than $5,000,000; (iii) prepayments of Eurodollar Loans made pursuant to this Section 3.01 may only be made on the Minimum Borrowing Amount for Eurodollar Loanslast day of an Interest Period applicable thereto; and (iiiiv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Revolving Loans, provided that at the Borrower's election in connection with any . Upon receipt of a notice of prepayment pursuant to this Section 3.01, the Agent shall promptly notify each Bank of the contents thereof and of such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage ratable share of all Revolving Loans then outstandingsuch prepayment. The Borrower shall not have the no right under this Section 3.01 to voluntarily prepay any principal amount of any Competitive Bid Loans.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans in whole or in part from time to time on the following terms and conditions: without premium or penalty; provided, however, that (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office Eurodollar Loans may only be prepaid on three Business Days’ prior written notice to the Agent and any prepayment of Eurodollar Loans will be subject to Section 4.3; (ii) each such partial prepayment of Revolving Loans shall be in the minimum principal amount of $10,000,000 and each such partial prepayment of Term Loans shall be in the minimum principal amount of $1,000,000; (iii) any voluntary prepayment of a Term Loan in connection with a Permitted Acquisition or telephonic notice promptly confirmed capital expenditure shall cause the Revolving Committed Amount to be increased in writing) of its intent to make such prepayment, the same dollar amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior subject to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LoansSection 2.10(b); and (iiiiv) each any prepayment in respect of any Revolving the Term Loans made pursuant to a Borrowing shall be applied pro rata among first to the Term Loan A2, second to the Term Loan A3 and thereafter to any additional term loans incurred pursuant to Section 2.1(b)(iii) hereof in the direct order in which such term loans were incurred. Any prepayments made under this Section 3.2(a) shall be applied first to LIBOR Market Index Rate Loans in the direct order such Loans were incurred, next to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities and shall be subject to Section 4.3. The increase in the Revolving Loans, provided that at the Borrower's election in connection with any prepayment Committed Amount pursuant to this Section 3.01clause (a) may, such upon request of the Borrower, occur concurrently with the prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Term Loans.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Revolving Loans Term Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time to time on the following terms and conditions: (i1) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's 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 Eurodollar 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 11:00 A.M. 1:00 p.m. (New York City time) one (x) on the date of such prepayment (in the case of ABR Loans) or (y) three Business Day Days prior to the date of such prepayment and (in the case of Eurodollar Loans), and, in each case, the Administrative Agent shall promptly be transmitted by the Payments Administrator to notify each of the Banks; relevant Lenders, (ii2) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $25,000,000, 1,000,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; Loans and (iii3) each any prepayment of 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 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Revolving Class of Term Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not 5.1 may be applied to any Revolving Loan Class of a Defaulting Bank at any time when the aggregate amount of Revolving Term 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.as directed by the

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving the Loans in whole or in part from time to time without charge or penalty (except as set forth in Section 4.9(d)) on the following terms and conditions: (ia) the Borrower shall give the Payments Administrator at the Payments Administrator's Office Disbursing Agent written notice (or telephonic notice promptly confirmed in writing) ), which notice shall be irrevocable, of its intent to make such prepaymentprepay Loans, at least three Business Days prior to a prepayment of Eurodollar Loans and at least one Business Day prior to a prepayment of Base Rate Loans, which notice shall specify the amount of such prepayment and (what Types of Loans are to be prepaid and, in the case of Eurodollar Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Disbursing Agent shall promptly be transmitted by the Payments Administrator transmit to each of the BanksLenders; (iib) each partial prepayment of any Borrowing Eurodollar Loans shall be in an aggregate principal amount for all Lenders of at least $25,000,0005,000,000 or any integral multiple of $1,000,000 in excess thereof (or, provided that no partial if less than $5,000,000 or such integral multiple of Eurodollar Loans is then outstanding, such lesser amount of Eurodollar Loans as may then be outstanding) and each prepayment of Base Rate Loans shall be in an aggregate principal amount for all Lenders of $1,000,000 or any integral multiple of $500,000 in excess thereof (or, if less than $1,000,000 or such integral multiple of Base Rate Loans is then outstanding, such lesser amount of Base Rate Loans as may then be outstanding), or in each case such lower amount as is required to comply with Section 4.6 or Section 8.10; (c) prepayments of Eurodollar Loans made pursuant to a single Borrowing shall reduce this Section 4.5 may only be made on the outstanding Revolving last day of the Interest Period applicable thereto, unless Borrower pays each Lender the breakage costs required under Section 4.9(d); and (d) partial prepayments of the Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at in the Borrower's election same order as is set forth in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans4.6(c) for mandatory prepayments.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans Loans, without premium or penalty (except for amounts payable pursuant to Section 1.11), in whole or in part part, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator'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 Term Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given received by the Borrower Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. 12:00 Noon (New York time) one Business Day prior to the date of such prepayment and prepayment, or (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000250,000, provided PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and $1,000,000, (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Revolving Loans, provided that at the Borrower's election in connection with any ; and (iv) each prepayment of Term Loans pursuant to this Section 3.01, such prepayment 3.01 shall not be applied to any Revolving Loan reduce the then remaining Scheduled Repayments in the inverse order of a Defaulting Bank 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 Loansmaturities.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans any Loan in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office an irrevocable written notice (or telephonic notice promptly confirmed in writing) of its to Administrative Agent, which such notice shall state Borrower’s intent to make prepay such prepaymentLoans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant Loans to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than 11:00 A.M. to Administrative Agent by 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment if a prepayment of Eurodollar Loans or one Business Day prior to such prepayment for any other Loans and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; applicable Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.1 on the last day of an Interest Period applicable thereto, provided that no or on any other day subject to Section 3.4; and (iv) a partial prepayment of Eurodollar Loans shall not be made pursuant to a single Borrowing shall reduce that would result in the remaining aggregate outstanding Revolving Loans made pursuant to such Borrowing to an principal amount thereof being less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment minimum principal amount that would be required in respect of any Revolving a similar Eurodollar Loans. Voluntary prepayments of Term Loans made pursuant to a Borrowing shall be applied first to the Term A Loans, with up to 50% of such prepayment applied pro rata among to the Scheduled Term A Loan Principal Payments to be made within the twelve-month period following the date of such Revolving Loansprepayment and the remaining portion of such prepayments shall be applied in inverse order of maturity. The notice provisions, provided that at the Borrower's election in connection provisions with respect to the minimum amount of any prepayment pursuant to this Section 3.01, and the provisions requiring prepayments in integral multiples above such prepayment shall not minimum amount are for the benefit of Administrative Agent and may be applied to any Revolving Loan of a Defaulting Bank 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 Loanswaived unilaterally by Administrative Agent.

Voluntary Prepayments. The Borrower Each of WLI and EU Holdco shall have the right to prepay Revolving Loans made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: : (i) the such Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are USF Loans or MCF Loans, the amount of such prepayment prepayment, the currency in which such Loans are denominated and (in the case of Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the such Borrower no later than 11:00 A.M. (New York time) at least one Business Day (six Business Days in the case of MCF Loans) prior to the date of such prepayment and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000 (or the Dollar Equivalent thereof) ($100,000 in the case of Swingline Loans), provided that no partial prepayment of Eurodollar Loans or MCF Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Italian Borrower shall not have may prepay Lira Loans upon such notice and in such amounts as may be agreed from time to time by the right to voluntarily prepay any Competitive Bid LoansItalian Borrower and the Lira Lender.

Voluntary Prepayments. The Parent Borrower shall have the right to prepay Revolving Loans Term Loans, without premium or penalty (except for amounts payable to Section 1.11), in whole or in part part, from time to time on the following terms and conditions: : (i) the Parent Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Term Loans, specifying the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Term Loans were made, which notice shall be given received by the Borrower Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment, or (y) in the case of Eurodollar Loans, at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000, provided that no partial prepayment of Eurodollar any Term Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Term Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans$1,000,000; and (iii) each prepayment in respect of any Revolving Term Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Term Loans, provided that at the Borrower's election in connection with any prepayment ; (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01, 3.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 1.11 as a result of such prepayment are made; and (v) each prepayment of principal of Term Loans pursuant to this Section 3.01(a) shall not be applied to any Revolving Loan reduce the then remaining Scheduled Repayments of a Defaulting Bank at any time when the aggregate amount Term Loans in inverse order 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 Loansmaturity.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans the Term Loans, in whole or in part part, without premium or penalty (except as specified below), from time to time on the following terms and conditions: (ia) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Notice Office written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writingwriting if so requested by the Administrative Agent) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given received by the Borrower no later than 11:00 A.M. Administrative Agent by (New York timei) 12:00 noon (local time at the Notice Office) three Business Days prior to the date of such prepayment, in the case of any prepayment of Eurodollar Loans, or (ii) 12:00 noon (local time at the Notice Office) one Business Day prior to the date of such prepayment, in the case of any prepayment and shall promptly be transmitted by the Payments Administrator to each of the BanksBase Rate Loans; (iib) in the case of prepayment of any Borrowings, each partial prepayment of any such Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that the Minimum Borrowing Amount applicable thereto; (c) no partial prepayment of Eurodollar any Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of such Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and applicable thereto, provided that the foregoing limitation shall not apply if such Loans are being prepaid in full; (iiid) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any ; and (e) each prepayment of Eurodollar Loans pursuant to this Section 3.01, such prepayment 4.1 on any date other than the last day of the Interest Period applicable thereto shall not be applied to accompanied by any Revolving Loan of a Defaulting Bank 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 Loansamounts payable in respect thereof under Section 2.7.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans Loans, without premium or penalty (except for amounts payable pursuant to Section 1.11), in whole or in part part, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's its Notice Office written notice (or telephonic notice promptly 12 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be given received by the Borrower Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. 12:00 Noon (New York time) one Business Day prior to the date of such prepayment and prepayment, or (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans$1,000,000; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any ; and (iv) each prepayment of Term Loans pursuant to this Section 3.01, such prepayment 3.01 shall not be applied to any Revolving Loan of reduce the then remaining Scheduled Repayments on a Defaulting Bank at any time when pro rata basis (based upon the aggregate then remaining principal amount of Revolving Loans of any Non-Defaulting Bank exceeds each 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 LoansScheduled Repayment).

Voluntary Prepayments. The (a) Subject to Section 2.11(c), the Borrower shall have may, upon notice to the right Administrative Agent, at any time and from time to time voluntarily prepay Revolving the Loans in whole or in part from time without premium or penalty subject however to time any breakage costs due in accordance with Section 2.16(c); provided that the Borrower may prepay any such Loans on the following terms any Business Day in whole or in part, in an aggregate minimum amount of $5,000,000 and conditions:integral multiples of $1,000,000 in excess of that amount. (b) All such prepayments shall be made (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office upon not less than one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) the case of its intent to make such prepayment, the amount of such prepayment Base Rate Loans; and (ii) upon not less than three (3) Business Days’ prior written notice in the case of Eurodollar Rate Loans) , in each case given to the specific Borrowing(s) pursuant to which made, which notice shall be given Administrative Agent by the Borrower no later than 11:00 A.M. 12:00 noon (New York City time) one Business Day prior on the date required (and the Administrative Agent shall promptly transmit to each Lender such original notice for the prepayment of the Loans and the amount of each Lender’s ratable share of such prepayment and shall promptly be transmitted by telefacsimile or telephone). Upon the Payments Administrator to each of the Banks; (ii) each partial prepayment giving of any Borrowing shall be in an aggregate such notice, the principal amount of at least $25,000,000, provided that no partial the Loans specified in such notice shall become due and payable on the prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to date specified therein. Any such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each voluntary prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among as specified in Section 2.13. (c) In the event that all or any portion of the Initial Term Loans are (c) repaid through voluntary or mandatory repayments from the incurrence of Indebtedness having a lower effective yield (whether by reason of the interest rate applicable to such Revolving Indebtedness or by reason of the issuance of such Indebtedness at a discount) than the Initial Term Loans, provided that at each Lender holding Initial Term Loans shall be paid an amount equal to 1.0% of the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when the aggregate amount of Revolving such Initial Term Loans repaid, if such repayment is effected prior to the one year anniversary 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 LoansClosing Date.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans may be repaid in whole or in part from time to time on the following terms and conditions: without premium or penalty (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentexcept, the amount of such prepayment and (in the case of Eurodollar Term SOFR Rate Loans) the specific Borrowing(s) , amounts payable pursuant to which madeSection 3.05); provided, which notice shall that (i) a Notice of Loan Prepayment must be given received by 11:00 a.m. by the Borrower no later than 11:00 A.M. Administrative Agent (New York timeA) one two Business Day Days prior to such any date of prepayment of Term SOFR Rate Loans and shall promptly be transmitted by Daily SOFR Rate Loans and (B) on the Payments Administrator to each date of the Banks; prepayment of Base Rate Loans, (ii) each partial any such prepayment of any Borrowing Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in an aggregate a minimum principal amount of at least $25,000,0001,000,000 and integral multiples of $500,000 in excess thereof, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof, or, in each case, the entire principal amount thereof, if less. Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of prepayment in respect and the Loans and Types of Loans which are to be prepaid. The Administrative Agent will give prompt notice to the applicable Lenders of any Revolving prepayment on the Loans made and the Lender’s interest therein. Any prepayments of a Loan hereunder shall be accompanied by accrued interest thereon and, in the case of Term SOFR Rate Loans or Daily SOFR Rate Loans, any additional amounts required pursuant to a Borrowing Section 3.05. Subject to Section 2.14, each such prepayment shall be applied pro rata among such Revolving Loans, provided that at to the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage the Revolving Lenders in accordance with their respective Revolving Commitment Percentages and to the Term Loans of all Revolving Loans then outstanding. The Borrower shall not have the right to voluntarily prepay any Competitive Bid LoansTerm Loan Lenders in accordance with their respective Term Loan Commitment Percentages, as applicable.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Administrative Agent prior to 12:00 Noon (New York time) at the Payments Administrator's Notice Office (x) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to make such prepaymentprepay Base Rate Loans and (y) at least five Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Eurodollar Loans, which notice shall specify the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, and which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Administrative Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; ; (ii) each partial prepayment of any Borrowing Loans shall be in an aggregate principal amount of at least $25,000,000100,000, provided that no if any partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving Eurodollar 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 Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan Loans of a Defaulting Bank 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 may, at its option, prepay the right to prepay Revolving Loans ABR Advances and Eurodollar Advances, in whole or in part part, without premium or penalty (other than any indemnification amounts, as provided for in Section 2.16) at any time and from time to time on by notifying the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent in writing at the 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) least one Business Day prior to the proposed prepayment date in the case of Loans consisting of ABR Advances and at least three Business Days prior to the proposed prepayment date in the case of Loans consisting of Eurodollar Advances, specifying the Loans to be prepaid consisting of ABR Advances, Eurodollar Advances or a combination thereof, the amount to be prepaid and the date of prepayment. Such notice shall be irrevocable and the amount specified in such prepayment notice shall be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly be transmitted by the Payments Administrator to notify each Lender in respect thereof. Partial prepayments of the Banks; (ii) each partial prepayment of any Borrowing ABR Advances and/or Eurodollar Advances shall be in an aggregate minimum principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall be at least (subject to Section 2.3(c)) $25,000,0001,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. Notwithstanding anything in this Agreement to the contrary, provided that no partial prepayment voluntary prepayments by the Borrower of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 LoansAdvances or Swingline Loans are not permitted.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentExcept as otherwise provided herein, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 the Loan in whole or in part prior to the Payment Date occurring on January 9, 0000 (xxx "Xxxxxxx Xxxxxx"). Xx any Competitive Bid LoansPayment Date thereafter, Borrower may, at its option, prepay the Loan in whole, but not in part, upon satisfaction of the following conditions: (a) Borrower shall provide prior written notice to Lender specifying the date (the "Prepayment Date") upon which the prepayment is to be made, which notice shall be delivered to Lender not less than thirty (30) Business Days prior to such payment; and (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment (the "Interest Shortfall"); (ii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (i); and (iii) all other sums then due under this Agreement, the Note or the other Loan Documents. Section 2.3.1 shall not apply to prepayments made in accordance with the provisions of Section 2.5 hereof.

Voluntary Prepayments. The Borrower shall have may, at any time and from time to time, prepay the right to prepay Revolving Loans in whole or in part from time upon at least one (1) Business Day’s (with respect to time on Base Rate Loans) or three (3) Business Days’ (with respect to Eurodollar Loans) prior written notice to the following terms and conditions: Administrative Agent (which the Administrative Agent shall promptly transmit to each Lender, it being agreed that the failure of the Administrative Agent to give such notice shall not affect the Borrower’s right to prepay any Loan); provided, however, that (i) the Borrower shall give the Payments Administrator at the 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each any partial prepayment of any Borrowing shall be in an aggregate principal minimum amounts of $1,000,000 and in multiples of $1,000,000 in excess thereof (except if such prepayment prepays the entire outstanding amount of at least $25,000,000, provided that the applicable Borrowing of Loans) and no partial prepayment of Eurodollar Rate Loans made pursuant to a any single Borrowing shall reduce the aggregate outstanding Revolving principal amount of the remaining Loans made pursuant to under such Borrowing to an amount less than $5,000,000 or to any greater amount not a multiple of $1,000,000 in excess thereof (except if such prepayment prepays the Minimum Borrowing Amount for Eurodollar Loans; entire outstanding amount of such Borrowing) and (iiiii) each Eurodollar Rate Loans may only be prepaid, in whole or in part, (A) on the expiration date of the then applicable Eurodollar Interest Period or (B) otherwise upon payment of the amounts described in Section 4.02(f). Any notice of prepayment in respect of any Revolving given to the Administrative Agent under this Section 3.01(a) shall specify the Loans made pursuant to a Borrowing be prepaid, the date (which shall be applied pro rata among such Revolving Loansa Business Day) of prepayment, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when and the aggregate principal amount of Revolving the prepayment. When notice of prepayment is delivered as provided herein, the principal amount of the Loans of any Non-Defaulting Bank exceeds specified in such Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The Borrower notice shall not have become due and payable on the right to voluntarily prepay any Competitive Bid Loansprepayment date specified in such notice.

Voluntary Prepayments. The (a) Subject to Section 5.1(b), the Borrower shall have the right to prepay Revolving Loans in whole or in part from time to time on the following terms and conditions: (ia) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its their intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. 10:00 a.m. (New York time) one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders, (iib) each partial prepayment of any Borrowing of Loans shall be in a multiple of $500,000 (or $1,000,000 in the case of Eurodollar Loans) and in an aggregate principal amount of at least $25,000,000, 1,000,000 (or $5,000,000 in the case of Eurodollar Loans); provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; $1,000,000 and (iiic) each any prepayment of 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 2.11. Each prepayment in respect of any Revolving Loans made pursuant to a Borrowing this Section 5.1 (other than as otherwise set forth in Section 5.1(c)) shall be (a) applied to the Class or Classes of Loans as the Borrower may specify (but on a pro rata among basis to the Lenders in such Revolving Class) and (b) applied to reduce Initial Loan Repayment Amounts, Incremental Loan Repayment Amounts, (subject to Section 3.1), Extended Loan Repayment Amounts and (subject to Section 3.2) Refinancing Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. Notwithstanding the foregoing, the Borrower may not repay (x) Extended Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Loans of the Existing Class from which such Extended Loans were converted (or such Loans of the Existing Class have otherwise been repaid in full) or (y) Refinancing Loans of any Refinancing Series unless such prepayment is accompanied by a pro rata repayment of the Class of Loans that such Refinancing Loans refinanced (if such Class of Loans was not refinanced in full). (b) In the event that, within one year of the Closing Date, (x) the Borrower make any prepayment of Initial Loans, provided that at the Borrower's election Incremental Term Loans, Extended Loans or Refinancing Loans (including pursuant to Section 5.1(c) or 5.2(b)) in connection with any Repricing Transaction or (y) effect any amendment, supplement or modification hereof or hereto resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, without duplication, (I) in the case of clause (x), a prepayment pursuant premium of 1% of the amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to this Section 3.01, such prepayment shall not be applied to any Revolving Loan 1% of a Defaulting Bank at any time when the aggregate amount of Revolving the applicable Loans of outstanding immediately prior to such amendment. (i) Notwithstanding anything to the contrary in this Agreement, any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The Prepaying Borrower Party shall not have the right at any time and from time to voluntarily time to prepay Loans to the Lenders at a discount to the par value of such Loans (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 5.1(c); provided that (A) no Discounted Voluntary Prepayment shall be made from the proceeds of any Competitive Bid loan under the Revolving Credit Agreement which is not permitted under the terms thereof, (B) any Discounted Voluntary Prepayment shall be offered to all Lenders on a pro rata basis based on the then outstanding Loans and (C) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (and the Borrower shall provide the Administrative Agent a certificate to that effect). (ii) To the extent a Prepaying Borrower Party seeks to make a Discounted Voluntary Prepayment, such Prepaying Borrower Party will provide written notice to the Administrative Agent substantially in the form of Exhibit H hereto (each, a “Discounted Prepayment Option Notice”) that such Prepaying Borrower Party desires to prepay the Loans in an aggregate principal amount specified therein by the Prepaying Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of Loans shall not be less than $15,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount of Loans, (B) a discount range (which may be a single percentage) selected by the Prepaying Borrower Party with respect to such proposed Discounted Voluntary Prepayment (representing the percentage of par of the principal amount of Loans to be prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 5.1(c)(ii), the Administrative Agent shall promptly notify each Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit I hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Loans with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Prepaying Borrower Party, shall determine the applicable discount for Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Prepaying Borrower Party if the Prepaying Borrower Party has selected a single percentage pursuant to Section 5.1(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Prepaying Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Voluntary Discounted Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Prepaying Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Prepaying Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Prepaying Borrower Party shall prepay all Qualifying Loans. (v) Each Discounted Voluntary Prepayment shall be made within four Business Days of the Acceptance Date (or such other date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), upon irrevocable notice substantially in the form of Exhibit J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 11:00 a.m. (New York City time), three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 5.1(c)(iii) above) established by the Administrative Agent in consultation with the Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, the Prepaying Borrower Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice.

Voluntary Prepayments. The Borrower shall have the right Loans (subject to prepay Revolving Loans clauses (b) and (c) below) may be repaid in whole or in part from time without premium or penalty (except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to time on the following terms and conditionsSection 3.05); provided that: (i) in the Borrower shall give case of Loans other than Swing Line Loans, (A) notice thereof must be received by 1:00 p.m. by the Payments Administrator Administrative Agent at least two (2) Business Days prior to the Payments Administrator's Office written notice (or telephonic notice promptly confirmed in writing) date of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Rate Loans) , and on the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to the date of prepayment, in the case of Base Rate Loans, (B) any such prepayment and shall promptly be transmitted by in the Payments Administrator to same minimum amounts as provided for Borrowings in Section 2.02(a), or, in each of case, the Banks;entire remaining principal amount thereof, if less; and (ii) each partial in the case of Swing Line Loans, (A) notice thereof must be received by the Swing Line Lender by 1:00 p.m. on the date of prepayment of (with a copy to the Administrative Agent), and (B) any Borrowing such prepayment shall be in an aggregate the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the Swingline Lender). Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of at least $25,000,000, provided that no partial prepayment and the Loans and Types of Loans which are to be prepaid. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. Prepayments of Eurodollar Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing hereunder shall be applied pro rata among such Revolving Loansaccompanied by accrued interest thereon and breakage amounts, provided that at the Borrower's election in connection with any prepayment pursuant to this if any, under Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans3.05.

Voluntary Prepayments. The Borrower shall have may prepay, at any time when there are --------------------- no Liquidity Loans or Liquidity Commitments outstanding, the right to prepay Revolving Loans Notes in whole or in part from time (provided, with respect to time any partial prepayment of a Eurodollar Loan, the remaining principal amount of such Eurodollar Loan shall not be less than $1,000,000 or any larger integral multiple of $500,000) with accrued interest to the date of such prepayment on the following terms amount prepaid; provided, that (a) any prepayment of a Eurodollar Loan -------- shall be made subject to the Borrower's payment obligations set forth in Section 4.6, (b) each partial prepayment shall be in a principal amount of ----------- not less than $1,000,000 or such greater amount which shall be an integral multiple thereof, and conditions: (ic) unless otherwise provided in this Agreement, the Intercreditor Agreement or the Facilities Agreement, any such prepayments shall be applied, first, to prepay Revolving B Loans, if any, and, second, ----- ------ to prepay Revolving A Loans, if any. Except with respect to the Reborrowing Loans under clause (4) below, amounts prepaid may not be ---------- reborrowed hereunder. The right of the Borrower to voluntarily prepay the Revolving Loans shall give the Payments Administrator at the Payments Administrator's Office be exercisable by delivery of written notice (including by facsimile) or telephonic notice (thereafter promptly confirmed in writing) of its intent to make such the Loan Agent prior to 12:00 noon, Chicago time, at least two Business Days prior to the proposed prepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given specify the amount by which the Borrower no later than 11:00 A.M. (New York time) one Business Day prior proposes to such prepayment and shall promptly be transmitted by prepay the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to and the proposed date of such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loansprepayment.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment 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 (in the case of Eurodollar Loans) the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000500,000 and, if greater in an integral multiple of $100,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for appli- 0000DSZS.W51 cable thereto; (iii) Eurodollar LoansLoans pursuant to this Section 4.01 may only be prepaid on the last day of the Interest Period applicable thereto; and (iiiiv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among the Banks which made such Revolving Loans, provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 3.014.01, such prepayment shall not be applied to any Revolving Loan Loans of a Defaulting Bank 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 (a) From and after the first anniversary of the Effective Date, the Owner shall have the right on any Business Day to prepay Revolving the Loans in whole respect of any Aircraft in full and request (and, subject to the requirements of Section 6.01(b) of the Mortgage, to obtain) the release of such Aircraft from the Lien of the Mortgage in accordance with Section 6.01(b) thereof, subject to the requirements of Sections 2.5(c) and 2.5(d) below; provided that no prepayment under this Section 2.5(a) shall be permitted and such Lien shall not be released if, after giving effect to such prepayment the Loans in respect of more than four Aircraft shall have been prepaid pursuant to this Section. Any prepayment under this Section 2.5(a) shall be applied to the Loans allocated to the relevant Aircraft. (b) From and after the first anniversary of the Effective Date, the Owner shall have the right on any Business Day to prepay all of the Loans, in full or in part from time part, in amounts, with respect to time any partial prepayment, of no less than $5,000,000, and subject to the requirements of Sections 2.5(c) and 2.5(d). Any partial prepayment of the Loans under this Section 2.5(b) shall be applied to all of the Loans on a pro rata basis based on the following terms then outstanding principal amounts thereof, and conditions:shall be applied against the remaining installments of principal on such Loans in inverse order of maturity. For the avoidance of doubt, the Loans of any particular Tranche may not be individually prepaid. (ic) Any prepayment of principal on a Loan under this Section 2.5 shall be accompanied by accrued interest on the Borrower amount prepaid through the date of prepayment plus the Prepayment Fee, if any. (d) The Owner shall give the Payments Administrator at the Payments Administrator's Office Lender written notice of each prepayment under this Section 2.5 as provided in Section 4.4 (or telephonic and, upon the date specified in any such notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment to be prepaid shall become due and payable hereunder). (in the case of Eurodollar Loanse) the specific Borrowing(s) pursuant to which made, which notice No Aircraft or other Collateral shall be given by released from the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each Lien of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election Security Documents in connection with any prepayment pursuant to under Section 2.5(b) other than a prepayment of all Loans in full. (f) No prepayment under this Section 3.01, such 2.5 shall occur without a like prepayment shall not be applied to any Revolving Loan under Section 2.7 of a Defaulting Bank 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 LoansNote Purchase Agreement.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans the Notes, in whole or in part part, at any time and from time to time on time, prior to the Maturity Date. The Notes shall be prepaid at the following terms prepayment prices (expressed in percentages of the outstanding principal amount of the Note, as the case may be, being prepaid) plus accrued and conditionsunpaid interest on such prepaid principal amount to the prepayment date, MINUS the number of percentage points reflected by the product of (a) 10.1695 and (b) the difference between (i) the average closing trading price of the Common Stock for the five trading days immediately prior to, but not including, the date of such prepayment and (ii) the Common Stock price denoted below in the column titled "Minimum Common Stock Price" (the "NOTE PREPAYMENT PRICE"); PROVIDED, HOWEVER, that in no event shall the Note Prepayment Price be less than 100% of the outstanding principal amount of the Notes to be prepaid, plus accrued and unpaid interest on such principal amount to the prepayment date: (ia) the Borrower shall give the Payments Administrator at the Payments Administrator's Office each Holder written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, prepay the Notes and the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which madeprepayment, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day at least 30 days prior to the date of such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; prepayment, (iib) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000100,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iiic) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata allocated PRO RATA among such Revolving Loans, provided that at all the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when Holders holding 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 LoansNotes being prepaid.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans in whole or in part from time to time on the following terms and conditions: without premium or penalty; provided, however, that (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office Eurodollar Loans may only be prepaid on three Business Days' prior written notice to the Agent and any prepayment of Eurodollar Loans will be subject to Section 4.3; (ii) each such partial prepayment of Revolving Loans shall be in the minimum principal amount of $10,000,000 and each such partial prepayment of Term Loans shall be in the minimum principal amount of $1,000,000; (iii) any voluntary prepayment of a Term Loan in connection with a Permitted Acquisition or telephonic notice promptly confirmed capital expenditure shall cause the Revolving Committed Amount to be increased in writing) of its intent to make such prepayment, the same dollar amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior subject to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LoansSection 2.10(b); and (iiiiv) each any prepayment in respect of any Revolving the Term Loans made pursuant to a Borrowing shall be applied pro rata among first to the Term Loan A2, second to the Term Loan A3 and thereafter to any additional term loans incurred pursuant to Section 2.1(b)(iii) hereof in the direct order in which such term loans were incurred. Any prepayments made under this Section 3.2(a) shall be applied first to LIBOR Market Index Rate Loans in the direct order such Loans were incurred, next to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities and shall be subject to Section 4.3. The increase in the Revolving Loans, provided that at the Borrower's election in connection with any prepayment Committed Amount pursuant to this Section 3.01clause (a) may, such upon request of the Borrower, occur concurrently with the prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Term Loans.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Revolving Loans Loans, in whole or in part part, from time to time on the following terms and conditions: : (i) the Borrower Borrowers shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment 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 (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. Borrowers prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans and at least three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, 500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect the Borrowers may designate the Types of any Revolving Loans made pursuant which are to a Borrowing shall be applied pro rata among such Revolving Loans, prepaid and the specific Borrowing(s) to which made; provided that at the Borrower's Borrowers’ election in connection with any prepayment of Loans pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan Loans of a Defaulting Bank Lender; and (iv) at any the time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage prepayment of all Revolving Eurodollar Loans then outstanding. The Borrower pursuant to this Section 3.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall not have pay the right amounts required pursuant to voluntarily prepay any Competitive Bid LoansSection 1.11.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans Loans, without premium or penalty, in whole or in part part, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Agent at the Payments Administrator's its Notice 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 (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. 12:00 Noon (New York time) one two Business Day Days prior to the date of such prepayment prepayment, and which notice shall promptly be transmitted by the Payments Administrator Agent to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0005,000,000 (and, if greater, in an integral multiple of $1,000,000), provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than $5,000,000; (iii) prepayments of Eurodollar Loans made pursuant to this Section 3.01 may only be made on the Minimum Borrowing Amount for Eurodollar Loanslast day of an Interest Period applicable thereto; and (iiiiv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any . Upon receipt of a notice of prepayment pursuant to this Section 3.01, the Agent shall promptly notify each Bank of the contents thereof and of such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage ratable share of all Revolving Loans then outstandingsuch prepayment. The Borrower shall not have the no right under this Section 3.01 to voluntarily prepay any principal amount of any Competitive Bid Loans.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans Loans, in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment 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 (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given received by the Borrower no later than 11:00 A.M. Administrative Agent by 1:00 P.M. (New York Cleveland, Ohio time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders); (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0005,000,000 or an integral multiple of $2,000,000 in excess thereof, provided in the case of a Borrowing consisting of Eurodollar Loans, and at least $500,000 or an integral multiple of $100,000 in excess thereof, in the case of a Borrowing consisting of Base Rate Loans, PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Revolving Loans, provided that at the Borrower's election in connection with any ; and (iv) each prepayment of Eurodollar Loans pursuant to this Section 3.01, such prepayment section 4.1 on any date other than the last day of the Interest period applicable thereto shall not be applied to accompanied by any Revolving Loan of a Defaulting Bank 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 Loansamounts payable in respect thereof under section 1.11.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Revolving the Loans without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (i) the such Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's its Notice Office written at least two Business Days' prior notice (or telephonic in the case of Eurocurrency Rate Loans) and same-day prior notice promptly confirmed (in writingthe case of Base Rate Loans) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (prepayment, the Types of Loans to be prepaid, and, in the case of Eurodollar Eurocurrency Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Administrative Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, 1,000,000 in the case of Base Rate Loans and $5,000,000 in the case of Eurocurrency Rate Loans; provided that no partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than $1,000,000 in the Minimum Borrowing Amount for Eurodollar case of Base Rate Loans and $5,000,000 in the case of Eurocurrency Rate Loans; (iii) prepayments of Eurocurrency Rate Loans made pursuant to this Section 4.01 may only be made if at the time of such prepayment such Borrower shall have paid in full all amounts requested by any of the Banks pursuant to Section 2.11; and (iiiiv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Each Borrower shall have the right to prepay Revolving the Loans owing by such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Payments Administrator Administrative Agent prior to 12:00 Noon (New York time) at the Payments Administrator's Notice Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its such Borrower's intent to make such prepaymentprepay Loans, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Administrative Agent shall promptly be transmitted by the Payments Administrator transmit to each of the BanksBanks with outstanding Loans of the respective Tranche; (ii) each partial such prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and applicable thereto; (iii) each such prepayment in respect of any Revolving Loans made pursuant to of a Borrowing respective Tranche shall be applied pro rata among the Loans of the various Banks of such Revolving Loans, provided that at Tranche (based on the Borrower's election in connection with any prepayment pursuant to this Section 3.01, relative outstanding principal amounts thereof); and (iv) each such prepayment of Loans of a respective Tranche shall not be applied to any Revolving Loan reduce the then remaining Scheduled Repayments of a Defaulting Bank at any time when the aggregate amount such Tranche in inverse order 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 Loansmaturity.

Voluntary Prepayments. The (a) Borrower shall have the right may, upon notice to prepay Revolving Agent specifying that it is paying its Prime Loans, pay its Prime Loans in whole at any time, or in part from time to time in part in amounts aggregating $10,000.00 or any larger multiple of $10,000.00, by paying the principal amount to be paid together with all accrued and unpaid interest thereon to and including the date of payment; provided, however, that in no event may the Borrower make a partial payment of Prime Loans which results in the total outstanding Reducing Revolver Loans which are Prime Loans being greater than zero but less than $10,000.00. (b) Borrower may, upon at least two (2) Business Day's notice to Agent specifying that it is paying LIBOR Loans, pay on the following terms last day of any Interest Period its LIBOR Loans to which such Interest Period applies, in whole, or in part in amounts aggregating $100,000.00 or any larger multiple of $50,000.00, by paying the principal amount to be paid together with all accrued and conditions:unpaid interest thereon to and including the date of payment; provided, however, that in no event may the Borrower make a partial payment of LIBOR Loans which results in the total outstanding LIBOR Loans with respect to which a given Interest Period applies being greater than zero but less than $500,000.00. (ic) the Borrower shall give the Payments Administrator at the Payments Administrator's Office written Upon receipt of a 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment payment pursuant to this Section 3.01Section, the Agent shall promptly notify each Lender of the contents thereof and of such prepayment Lender's Pro Rata Share of such payment and such notice shall not thereafter be applied to any Revolving Loan of a Defaulting Bank 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 Loansrevocable by Borrower.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans pre-pay Loans, without premium or penalty (except for amounts payable pursuant to Section 1.11), in whole or in part part, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator'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 Term Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be given received by the Borrower Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment and prepayment, or (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ; (ii) each partial prepayment pre-payment of any Borrowing shall be in an aggregate principal amount Principal Amount of at least $25,000,0001,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LoansAmount; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any ; and (iv) each prepayment of Term Loans pursuant to this Section 3.01, such prepayment 4.01 shall not be applied to any Revolving Loan of reduce the then remaining Scheduled Repayments on a Defaulting Bank at any time when pro rata basis (based upon the aggregate then remaining principal amount of Revolving Loans of any Non-Defaulting Bank exceeds each 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 LoansScheduled Repayment).

Voluntary Prepayments. The Subject to the payment application provisions of Section 3.3(b), the Borrower shall have the right to prepay Revolving the Loans incurred by it in whole or in part from time to time time, with a prepayment penalty of equal to four percent (4%) of the portion of the principal balance of the Loan being prepaid, on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Agent at the Payments Administrator's Agent’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 (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which madeprepayment, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one at least three Business Day Days prior to the date of such prepayment prepayment, and which notice shall promptly be transmitted by the Payments Administrator Agent to each of the Banks; Lenders; and (ii) each partial prepayment of any Borrowing Loan shall be in an aggregate principal amount of at least $25,000,000100,000 and integral multiples of $100,000 in excess of that amount. Voluntary prepayments of Loans under the Tranche A/B Term Loan Facility shall be applied, provided that no partial respectively, to the prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving principal amount of Tranche A/B Term Loans made pursuant pro rata to the remaining Scheduled Tranche A/B Term Loans Principal Payments for the Loan, such that each remaining Scheduled Tranche A/B Term Loans Principal Payment shall be reduced by an amount equal to the product of (A) such payment and (B) a fraction, the numerator of which is equal to the amount of each such remaining Scheduled Tranche A/B Term Loans Principal Payments with respect to such Borrowing Loan and the denominator is equal to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when the aggregate total amount of Revolving all Scheduled Tranche A/B Term Loans of any Non-Defaulting Bank exceeds Principal Payments remaining with respect to 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 LoansLoan.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (ia) the Borrower shall give the Payments Administrator Administrative Agent at the Payments AdministratorAdministrative 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 (i) in the case of Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders or Chase, as the case may be; (iib) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $25,000,0001,000,000 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 provide that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iiic) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment of Eurodollar Loans pursuant to this Section 3.01, such prepayment 5.1 on any day other than the last day of an Interest Period applicable thereto shall not be applied subject to any Revolving Loan compliance by the Borrower with the applicable provisions of a Defaulting Bank 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 LoansSection 2.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, specifying the amount, Type and date of such prepayment, the amount of such prepayment and (in the case of Eurodollar LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. at least three Business Days (New York time) or, in the case of prepayments of ABR Loans, one Business Day Day) prior to the date of such prepayment and prepayment, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000500,000 or a whole multiple of $200,000 in excess thereof, provided that that, no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing under a particular Facility shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LoansAmount; and (iii) each prepayment in respect of any Revolving LIBOR Loans made pursuant to a Borrowing shall may only be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment prepaid pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan subsection 3.4 on the last day of a Defaulting Bank 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 Loansan Interest Period applicable thereto.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Revolving Loans made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: : (i) the such Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Revolving Loans, the amount of such prepayment prepayment, the currency in which such Revolving Loans are denominated and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given by the such Borrower no later than 11:00 A.M. (New York time) one at least three Business Day Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000 (or the Dollar Equivalent thereof), provided that no partial prepayment of Eurodollar Revolving Loans made pursuant to a single Borrowing shall reduce the outstanding aggregate principal amount of the Revolving Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment ; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01, 3.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment shall not any payments required to be applied made pursuant to any Revolving Loan Section 1.12 as a result of a Defaulting Bank 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 outstandingprepayment are made. The No Borrower shall not have the right under this Section 3.01 to voluntarily prepay any principal amount of any Competitive Bid Loans.

Voluntary Prepayments. The Borrower shall have ----------- --------------------- the right to prepay Revolving the Loans in whole or in part part, without premium or penalty, from time to time pursuant to this (S)3.2 (a) on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Agent at the Payments Administrator's Payment Office at least 3 Business Days' prior written notice (or telephonic notice promptly (confirmed in writing) of its intent to make prepay such prepaymentLoans, which notice shall specify the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant Borrowing to which madebe prepaid, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; ; (ii) each partial prepayment of prepayment, to the extent applied to any Borrowing Loans outstanding hereunder, shall be in an aggregate principal amount integral multiple of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount 1,000,000 and not less than $10,000,000 (or, if less, the Minimum amount then remaining outstanding in respect of the Borrowing Amount for Eurodollar Loansbeing prepaid); and (iii) each prepayment in respect of any Revolving Loans made pursuant to a one Borrowing shall be applied pro rata among the Banks on --- ---- the basis of such Revolving Loans, except as otherwise provided that in (S)2.5; and (iv) at the Borrower's election in connection with time of any prepayment, the Borrower shall pay all interest accrued on the principal amount of said prepayment pursuant to this Section 3.01and, if the Borrower prepays any Eurodollar Loan on any day other than the last day of an Interest Period applicable thereto, the Borrower shall compensate the Banks for losses sustained as a result of such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loansextent and as provided in (S)1.6.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Revolving Loans the Loans, without premium or penalty (except as set forth in clause (vi) of this Section 5.01(a)), in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Administrative Agent prior to 12:00 Noon (New York time) at the Payments Administrator's Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify (I) whether Initial Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans or Swingline Loans shall be prepaid, (II) the amount of such prepayment prepayment, (III) the Types of Loans to be prepaid and (IV) in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such Administrative Agent shall, except in the case of a prepayment and shall of Swingline Loans, promptly be transmitted by the Payments Administrator transmit to each of the Banks; Lenders; (ii) (x) each partial prepayment of any Borrowing Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $25,000,000500,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that no (y) each partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 may prepay the right to prepay Revolving Loans Notes --------------------- in whole or in part part, reduce the Revolving Facility Amount or terminate the Credit Facilities without penalty or premium, at any time and from time to time on the following terms and conditions:time; provided that (ia) the Borrower shall give gives the Payments Administrator Agent at the Payments Administrator's Office least 10 days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such any prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the BanksTerm Notes; (iib) each partial any prepayment of the Revolving Advances or the Term Advances shall be pro rata among the Banks in accordance with their respective Revolving Facility Percentages and Term Facility Percentages; (c) any Borrowing prepayment of the full amount of any Notes shall include accrued interest thereon; (d) any reduction in the Revolving Facility Amounts must be in an aggregate principal amount of at least not less than $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing 1,000,000 or an integral multiple thereof; (e) the Revolving Facility Amount shall reduce the outstanding Revolving Loans made pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing sum of the L/C Amount for Eurodollar Loans; and (iii) each prepayment in respect the aggregate outstanding principal balance of the Revolving Advances owed to all Banks at the time of any such reduction and no such reduction shall reduce any Bank's Revolving Loans made pursuant Facility Amount to a Borrowing an amount less than the then-aggregate outstanding balance of the Revolving Advances due and owing to such Bank plus such Bank's Revolving Facility Percentage of the L/C Amount. (f) no Letter of Credit has been issued and is outstanding with an expiration date after the date of any such early termination. (g) any prepayment of the Term Advances must be in an amount not less than $250,000; (h) any partial prepayments of the Term Advances shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election to principal payments due and owing in connection with any inverse order of their maturities; and (i) no prepayment pursuant to this Section 3.01, such prepayment shall not may be applied to any Revolving Loan portion of a Defaulting Bank at any time when the aggregate amount of Revolving Loans principal balance of any Non-Defaulting Bank exceeds Note which, at the time of 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 Loansprepayment, bears interest at a Eurodollar Rate.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Term Loans may be voluntarily prepaid, in whole or in part part, at any time or from time to time on the following terms and conditions: time, provided, however, that: (i) the Borrower shall give the Payments Administrator Agent receives at the Payments Administrator's Office least five (5) Business Days advance written notice of any intended prepayment; (ii) unless otherwise permitted by Agent, any partial prepayments shall be made (A) only on a date prescribed above for the payment of principal installments of the Term Loan being prepaid, and (B) only in an amount equal to Two Hundred Thousand Dollars ($200,000) or telephonic notice promptly confirmed any larger integral multiple of One Hundred Thousand Dollars ($100,000); (iii) any partial prepayments of the Term Loan A shall be applied to the principal installments of the Term Loan A then remaining to be repaid in writingthe reverse order of their respective maturities (beginning with the final payment); (iv) any full prepayment of its intent the principal balance of any Term Loan shall be accompanied by the payment of accrued interest thereon through the date of prepayment and (v) the Borrowers may not voluntarily prepay the Term Loan B, unless (A) the Term Loan A and Equipment Term Loan (as defined in the Revolver Loan Agreement) have been repaid in full in cash or (B) (x) the Borrowers comply with the Restricted Payment Conditions with respect to make any such prepayment and (y) prior to making any such prepayment, the amount Borrowers have made voluntary prepayments under this Section 2.2 and/or mandatory prepayments under Section 2.3, in each case, in respect of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which madeTerm Loan A, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of equal to at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans3,000,000.

Voluntary Prepayments. The Borrower Borrowers shall have the right right, at any time, to prepay Revolving Loans Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (ia) the Borrower Company shall give the Payments Administrator Administrative Agent and at the Payments Administrator's 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 Eurodollar LIBOR Loans) the specific Borrowing(s) pursuant to which madebe prepaid, which notice shall be given by the such Borrower no later than 11:00 A.M. than, in the case of LIBOR Loans, 10:00 a.m. three (New York time3) one Business Day Days prior to the date of such prepayment and shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (iib) each partial prepayment of any Borrowing LIBOR Loans shall be in an integral multiple of $1,000,000 and in an aggregate principal amount of at least $25,000,0005,000,000 and each partial prepayment of ABR Loans shall be in an integral multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 or, in each case, if less, the entire principal amount thereof then outstanding; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans; Amount, and (iiic) each any prepayment in respect of any Revolving LIBOR Loans made pursuant to a Borrowing 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 relevant Borrower with the applicable provisions of Section 2.11. Each such prepayment shall be applied to the Lenders’ participation in each such Loan pro rata among such Revolving Loans, provided that at rata. At the Borrower's Company’s election in connection with any prepayment pursuant to this Section 3.015.1, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 LoansLender.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Revolving Loans incurred by it, without premium or penalty (except for amounts payable to Section 1.11), in whole or in part part, from time to time on the following terms and conditions: : (i) the such Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Revolving Loans, specifying the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given received by the Borrower Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one (1) Business Day prior to the date of such prepayment, or (y) in the case of Eurodollar Loans, at least three (3) Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000, provided that no partial prepayment of Eurodollar any Revolving Loans made pursuant to a single Borrowing shall reduce the outstanding aggregate principal amount of the Revolving Loans made pursuant to such Borrowing outstanding to an amount less than the Minimum Borrowing Amount for Eurodollar Loans$1,000,000; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment ; (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01, 4.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment shall not any payments required to be applied made pursuant to any Revolving Loan Section 1.11 as a result of a Defaulting Bank at any time when the aggregate amount such prepayment are made; and (v) each prepayment of Revolving Loans of any Non-Defaulting Bank exceeds pursuant to this Section 4.01 shall be applied pro rata among 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 Loans (subject to prepay Revolving Loans clauses (b) and (c) below) may be repaid in whole or in part from time without premium or penalty (except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to time on the following terms and conditionsSection 3.05); provided that: (i) the Borrower shall give the Payments Administrator at the 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 Eurodollar Loans other than Swing Line Loans, (A) the specific Borrowing(s) pursuant to which made, which notice shall thereof must be given received by 1:00 p.m. by the Borrower no later than 11:00 A.M. Administrative Agent (New York timeI) with respect to Term SOFR Loans, at least three (3) Business Days prior to the date of prepayment and (II) with respect to Base Rate Loans, at least one (1) Business Day prior to the date of prepayment, and (B) any such prepayment and shall promptly be transmitted by in the Payments Administrator to same minimum amounts as provided for Borrowings in Section 2.02(a), or, in each of case, the Banks;entire remaining principal amount thereof, if less; and (ii) each partial in the case of Swing Line Loans, (A) notice thereof must be received by the Swing Line Lender by 1:00 p.m. on the date of prepayment of (with a copy to the Administrative Agent), and (B) any Borrowing such prepayment shall be in an aggregate the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the Swing Line Lender). Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of at least $25,000,000, provided that no partial prepayment and the Loans and Types of Eurodollar Loans made pursuant which are to a single Borrowing shall reduce be prepaid. The Administrative Agent will give prompt notice to the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect applicable Lenders of any Revolving prepayment on the Loans made pursuant to a Borrowing and the Lender’s interest therein. Prepayments of Term SOFR Loans hereunder shall be applied pro rata among such Revolving Loansaccompanied by accrued interest thereon and breakage amounts, provided that at the Borrower's election in connection with any prepayment pursuant to this if any, under Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans3.05.

Voluntary Prepayments. The (a) Except as set forth in Section 2.5(b) and Section 2.5(d)-(e) below, the Loans may only be prepaid only through the collection of Scheduled Payments and any other amounts received by or on behalf of Borrower shall have from payments of or collections of proceeds derived from the right to prepay Revolving Loans Receivables (including all "Collections" described in clauses (b) through (d) of that definition). (b) Borrower may voluntarily prepay, in whole or but not in part from part, the entire principal balance of the Loan and all other Obligations, and terminate this Agreement at any time to time on the following terms and conditions: (i) the Lenders do not make Revolving Advances pursuant to a Request for Revolving Advance and all conditions precedent to Advances set forth in Section 4.2 have been fully satisfied or (ii) any Secured Party request compensation pursuant to Sections 3.3 or 14.1 in excess of $100,0000 or (iii) after the Revolving Period (and, except as set forth in clause (i) and (ii) at no time prior), so long as, in any such case, Borrower shall give have identified the Payments Administrator at the Payments Administrator's Office Prepayment Date and given Agent, Managing Agent and each Lender not less than thirty (30) calendar days prior written notice in advance of such proposed Prepayment Date. (or telephonic notice promptly confirmed c) In the event of a voluntary prepayment in writing) full of its intent the Loans and termination of this Agreement and the Revolving Loan Amounts by Borrower pursuant to make such prepaymentSection 2.5(b), the amount of applicable Obligations to be prepaid as provided in this Section 2.5 shall include, (i) all outstanding Loans made prior to the related Prepayment Date, plus (ii) accrued and unpaid interest on all such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day outstanding Loans made prior to such prepayment Prepayment Date (including any interest accrued at the Default Rate), plus (iii) any unpaid fees or expenses required to be paid by Borrower under this Agreement and all other unpaid Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) in relation to such Obligations to be prepaid on the Prepayment Date. (d) Notwithstanding anything set forth herein to the contrary, Borrower may prepay the Loan in full during the Revolving Period, subject to the terms below upon the occurrence of a Permitted Securitization, upon not less than thirty (30) days’ prior written notice to Agent; provided, that Borrower shall promptly be transmitted by pay to Agent, for the Payments Administrator benefit of Lenders, an amount equal to each one percent (1.0%) of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of the Loan so prepaid (the “Partial Prepayment Fee”); provided further, however, that to the extent Borrower or such Affiliate has offered to Agent or an Affiliate of Agent to be the lead manager or lead placement agent to the issuer thereof on reasonable market terms (for similar securitization transactions of comparable size and complexity) at least $25,000,000the time of determination, provided that no partial prepayment of Eurodollar Loans made pursuant the Partial Prepayment Fee payable to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing Lenders shall be applied pro rata among towards underwriting or similar fees otherwise payable to Agent or its Affiliates in connection therewith. Immediately upon Borrower’s or its Affiliates receipt of any proceeds from the Permitted Securitization, such Revolving LoansBorrower or Affiliate shall deliver such proceeds to the Collection Account in their original form for application to the Obligations and, provided that at pending delivery to Agent, such Borrower or Affiliate will hold such proceeds as agent for Agent and in trust for Agent. (e) Additionally, Borrower may prepay the Borrower's election Loan in part in connection with any prepayment pursuant a Permitted Whole Loan Sale by deposit of the Release Prices with respect to this Section 3.01the Receivables sold in connection with such Permitted Whole Loan Sale into the Collection Account; provided, however, in connection therewith, Borrower shall pay to Agent, for the benefit of Lenders, an amount equal to one percent (1.0%) of the aggregate principal amount of the Loan so prepaid (the “Permitted Whole Loan Sale Partial Prepayment Fee”); provided, however, such prepayment Permitted Whole Loan Sale Partial Prepayment Fee shall not be applied waived to the extent Agent or any Revolving Loan of a Defaulting Bank at any time when its Affiliates is the aggregate amount purchaser 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 LoansReceivables.

Voluntary Prepayments. The Borrower and the REIT shall --------------------- have the right to prepay Revolving Loans the Loan, in whole or in part part, from time to time on the following terms and conditions: (ia) the Borrower shall give the Payments Administrator at the Payments Administrator's Office Agent written notice (or telephonic notice promptly confirmed in writing) ), in the form attached hereto as Exhibit E, which notice shall be irrevocable, of its intent to make such prepay all or a portion of the Loan, at least three (3) Business Days prior to a prepayment, which notice shall specify the amount of such prepayment and what Loan Portions are being prepaid, (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (iib) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least One Million Dollars (U.S. $25,000,0001,000,000.00) or any integral multiple of One Hundred Thousand U.S. Dollars (U.S. $100,000.00) in excess thereof, provided that no partial prepayment and (c) prepayments of Eurodollar Loans Portions made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment on a date other than on the last day of the Interest Period applicable thereto shall not be applied to any Revolving Loan of a Defaulting Bank at any time when the aggregate amount of Revolving Loans accompanied by payment of any NonFunding Costs which Lender and the Co-Defaulting Bank exceeds Lenders shall incur as a result of such Non-Defaulting Bank's Percentage early payment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding the provisions this Section 2.11 to the contrary, Borrower agrees that all payments made to reduce the outstanding principal balance of all Revolving Loans then outstanding. The Borrower the Loan shall not have be deemed applied first to that portion of the right to voluntarily prepay any Competitive Bid Loansoutstanding principal balance of the Loan that is in excess of the amount secured by the Security Instrument.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans in whole or in part part, without penalty or fee except as otherwise provided in this Agreement, at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office Agent written notice (or telephonic notice promptly confirmed in writing) (each such notice, a "Notice of its Prepayment") of the intent to make prepay Loans prior to 11:00 A.M. (New York time) (a) for Base Rate Loans and LIBOR Rate Loans, at least one (1) Business Day prior to the date of such prepayment and (b) for Eurodollar Loans, at least three (3) Business Days prior to the date of such prepayment, the amount of such prepayment and (prepayment, in the case of Eurodollar Loans) , the specific Borrowing(sborrowing(s) pursuant to which such Eurodollar Loans were made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; ; (ii) each all partial prepayment of any Borrowing prepayments shall be in an aggregate a minimum principal amount of at least $25,000,000, provided that no partial prepayment 250,000 or an integral multiple of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans$250,000 in excess thereof; and (iii) each subject to SECTION 3.1.8, prepayment in respect of any Revolving Eurodollar Loans made pursuant to a Borrowing this SUBSECTION 3.2.5 shall only be made the last day of the Interest Period applicable thereto. Any such prepayment shall be applied pro rata among by Agent to Revolving Credit Advances and second, to the remaining Obligations in such Revolving Loansorder as Agent may determine, provided that at the subject to Borrower's election ability to reborrow Revolving Credit Loans in connection accordance with any prepayment pursuant the terms hereof. Notwithstanding anything contained in this SUBSECTION 3.2.5 to this Section 3.01the contrary, such prepayment Borrower shall not be applied permitted to any prepay the Revolving Loan of a Defaulting Bank Credit Loans at any time when the aggregate amount of Revolving Loans of and in 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 Loansamounts.

Voluntary Prepayments. The Borrower Borrowers shall have the right right, at any time, to prepay Revolving Loans Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: : (ia) the Borrower Company shall give the Payments Administrator Administrative Agent and at the Payments Administrator's 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 Eurodollar Loans) LIBOR Loans the specific Borrowing(s) pursuant to which madebe prepaid, which notice shall be given by the such Borrower no later than 11:00 A.M. (New York time) one in the case of LIBOR Loans, 10:00 a.m. three Business Day Days prior to to, the date of such prepayment and shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (iib) each partial prepayment of any Borrowing LIBOR Loans shall be in an integral multiple of $1,000,000 and in an aggregate principal amount of at least $25,000,0005,000,000 and each partial prepayment of ABR Loans shall be in an integral multiple of $100,000 and in an aggregate principal amount of at least $500,000 or, in each case, if less, the entire principal amount thereof then outstanding, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for Eurodollar Loans; Amount, and (iiic) each any prepayment in respect of any Revolving LIBOR Loans made pursuant to a Borrowing 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 relevant Borrower with the applicable provisions of Section 2.11. Each such prepayment shall be applied to the Lenders’ participation in each such Loan pro rata among such Revolving Loansrata, provided that that, at the Borrower's Company’s election in connection with any prepayment pursuant to this Section 3.015.1, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when Lender (provided, further, that, in the aggregate amount of Revolving Loans case of any Non-Defaulting Bank exceeds Lenders that are Affiliates of other Lenders, 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 LoansLenders may allocate such prepayments among such Lenders as such Lenders determine in their discretion).

Voluntary Prepayments. The Borrower shall have Borrowers may, upon not less than one (1) Business Day prior written or telephonic notice confirmed in writing to the right Agent Bank, at any time and from time to time, prepay any Revolving Credit Loans (other than Swing Line Loans, which are discussed in Section 2.6 hereof) in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator at the 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal minimum amount of at least One Hundred Thousand Dollars ($25,000,000, 100,000) and integral multiples of Twenty Five Thousand Dollars ($25,000) in excess of that amount; provided however that no partial prepayment of Eurodollar Loans made pursuant to in the event that the Borrowers prepay a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment LIBOR Loan pursuant to this Section 3.012.4A on a date that is other than the expiration date of the Interest Period applicable thereto, the Borrowers shall compensate the Banks in accordance with the provisions of Section 4.4 hereof. If the Borrowers have given notice of prepayment as aforesaid, the principal amount of the Revolving Credit Loans specified in such notice shall become due and payable on the prepayment date specified therein. All prepayments of principal of the Revolving Credit Loans shall not be accompanied by the payment of accrued interest on the principal amount being prepaid and shall be applied to any the payment of interest before application to principal. All prepayments of the Revolving Loan of Credit Loans shall be applied first to Base Rate Loans to the full extent thereof and then shall be applied to LIBOR Loans, in each case in a Defaulting Bank at any time when manner which minimizes the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then outstandingpayments required to be made by the Borrowers pursuant to Section 4.4 hereof. The Borrower shall not have the right to voluntarily prepay any Competitive Bid Loans.-30-

Voluntary Prepayments. The Borrower Subject to the terms of SECTION 2.10(c), Purchaser shall have the right to prepay Revolving Loans Forbearances in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower Purchaser shall give the Payments Administrator at the Payments Administrator's Office Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Forbearances, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(sForbearance(s) pursuant to which madesuch prepayment shall apply, which notice shall be given by the Borrower Purchaser no later than 11:00 A.M. 1:00 p.m. (New York time) one Business Day three (3) days prior to the date of such prepayment prepayment, and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the BanksVendors; (ii) each partial prepayment of any Borrowing Forbearance shall be in an aggregate principal amount of at least One Million Dollars ($25,000,000, provided that no partial prepayment 1,000,000) and shall be in integral multiples of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LoansOne Million Dollars ($1,000,000) in excess thereof; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing the Forbearances shall be applied pro rata among such Revolving Loans, provided that to the scheduled principal repayments of the outstanding Forbearances at the Borrower's election time of prepayment of the Forbearances among all Vendors; and (iv) any interest accrued on the amounts so prepaid to the date of such payment shall be paid at the time of any such payment. Any notice of prepayment given by Purchaser under any provision of this Agreement shall be irrevocable and Purchaser shall be bound to make a prepayment in connection accordance therewith. Purchaser may not prepay the Forbearances or any part thereof except in accordance with any prepayment pursuant to the express terms of this Section 3.01, such prepayment shall Agreement. Amounts prepaid may not be applied to any Revolving Loan of a Defaulting Bank 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 Loansreborrowed under this Agreement.

Voluntary Prepayments. 3.5.1 The Borrower shall have may prepay all or any portion of the right Loan, on any Interest Payment Date (subject to prepay Revolving Loans in whole or in part from time Section 3.18 (Increased Costs)), on not less than thirty (30) days’ prior notice to time IDB, but only if: 3.5.1.1 the Borrower concurrently pays (a) all accrued interest on the following terms Loan; (b) all accrued Increased Costs (if any) on the Loan; (c) the amount payable (if any) in respect of such prepayment pursuant to Section 3.14.1.2 (Costs, Expenses and conditions:Losses); (d) the amount payable (if any) in respect of such prepayment pursuant to Section 3.5.2 below; and (e) all other Obligations then due and payable; 3.5.1.2 for a partial prepayment of the Loan, the principal amount of the Loan prepaid is an amount not less than ten million Dollars (i) $10,000,000); and 3.5.1.3 upon request by IDB, the Borrower delivers to IDB, prior to the date of prepayment, evidence satisfactory to IDB that any Authorizations necessary with respect to the prepayment have been obtained. 3.5.2 A prepayment notice is irrevocable. Upon delivery of a prepayment notice in accordance with Section 3.5.1, the Borrower shall give the Payments Administrator at the Payments Administrator's Office written notice (or telephonic notice promptly confirmed in writing) of its intent be obligated to make the prepayment in accordance with the terms of that notice and the amount stated to be prepaid shall become due and payable on the Interest Payment Date specified for such prepayment. 3.5.3 If required by IDB in accordance with Section 6.2.8 (Prepayment), the Borrower shall, simultaneously with the prepayment of any Long-term Debt other than: 3.5.3.1 the Loan; and 3.5.3.2 Long-term Debt that is refinanced with the proceeds of new Long-term Debt on equivalent or more favorable terms to the Borrower, prepay a proportionate amount of the Loan along with all other amounts payable in respect thereof under Sections 3.5.1.1 and 3.5.2 (calculated as if such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given were voluntarily made by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loanshereunder).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Revolving the Loans made to it, without premium or penalty, in whole or in part at any time and from time to time on on, and subject to, the following terms and conditions: (i) an Authorized Officer of the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans made to it, whether such prepaymentLoans are Revolving Loans, CL Loans and/or Swingline Loans, the amount of such prepayment and (the respective Loans to be prepaid, the Types of Loans to be repaid and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice shall be given by an Authorized Officer of the Borrower no later than (x) prior to 11:00 A.M. (New York time) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans or CL Loans maintained as Base Rate Loans, (y) prior to 11:00 A.M. (New York time) on the date of such prepayment in the case of Swingline Loans, and shall (z) prior to 11:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans and each such notice shall, except in the case of Swingline Loans, be promptly be transmitted by the Payments Administrator Administrative Agent to each of the BanksLenders; (ii) (x) each partial prepayment of any Borrowing Revolving Loans and CL Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $25,000,0001,000,000 (or such lesser amount as is acceptable to the Administrative Agent), and (y) each partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that no if any partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving Eurodollar 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 Eurodollar Loans; Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01(a) on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans or CL Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving LoansLoans made pursuant to such Borrowing, provided that that, at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 3.014.01(a), such prepayment shall not be applied to any the prepayment of the respective Revolving Loan Loans of a Defaulting Bank RL Lender. (b) In the event of certain refusals by a Lender as (and to the extent) provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon at any least five Business Days' written notice by an Authorized Officer of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and pay all accrued and unpaid interest, Fees and other amounts, in each case owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) all Commitments of such Lender (or the respective Commitments of such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) are terminated concurrently with such repayment pursuant to Section 3.02(c) (at which time when Schedule I shall be deemed modified to reflect such changed Commitments) and (B) 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 consents required by Section 13.12(b) in connection with the repayment pursuant to this Section 4.01(b) have the right to voluntarily prepay any Competitive Bid Loansbeen obtained.

Voluntary Prepayments. The Borrower shall have the right Loans (subject to prepay Revolving Loans clauses (b) and (c) below) may be repaid in whole or in part from time without premium or penalty (except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to time on the following terms and conditionsSection 3.05); provided that: (i) the Borrower shall give the Payments Administrator at the 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 Eurodollar Loans other than Swing Line Loans, (A) the specific Borrowing(s) pursuant to which made, which notice shall thereof must be given received by 1:00 p.m. by the Borrower no later than 11:00 A.M. Administrative Agent (New York timeI) with respect to Eurodollar Rate Loans, at least three (3) Business Days prior to the date of prepayment and (II) with respect to Base Rate Loans, at least one (1) Business Day prior to the date of prepayment, and (B) any such prepayment and shall promptly be transmitted by in the Payments Administrator to same minimum amounts as provided for Borrowings in Section 2.02(a), or, in each of case, the Banks;entire remaining principal amount thereof, if less; and (ii) each partial in the case of Swing Line Loans, (A) notice thereof must be received by the Swing Line Lender by 1:00 p.m. on the date of prepayment of (with a copy to the Administrative Agent), and (B) any Borrowing such prepayment shall be in an aggregate the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the Swing Line Lender). Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of at least $25,000,000, provided that no partial prepayment and the Loans and Types of Loans which are to be prepaid. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. Prepayments of Eurodollar Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing hereunder shall be applied pro rata among such Revolving Loansaccompanied by accrued interest thereon and breakage amounts, provided that at the Borrower's election in connection with any prepayment pursuant to this if any, under Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans3.05.

Voluntary Prepayments. The Borrower shall have the right to prepay Reductions in Revolving Loans in whole or in part from time to Loan Commitments. Borrowers may at any time on the following terms and conditions: at least 3 days' prior written notice by Borrower Representative to Agent (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office written notice (voluntarily prepay all or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each part of the Banks; Term A Loans and/or (ii) each partial prepayment permanently reduce (but not terminate) the Revolving Loan Commitment and/or (iii) voluntarily prepay all or part of the Term B Loans; provided that (A) any Borrowing such prepayments or reductions shall be in an aggregate principal a minimum amount of at least $25,000,000500,000 and integral multiples of $100,000 in excess of such amount, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing (B) the Revolving Loan Commitment shall reduce the outstanding Revolving Loans made pursuant to such Borrowing not be reduced to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; amount of the Revolving Loan then outstanding, (C) after giving effect to such reductions, Borrowers shall be in compliance with Section 1.3(b)(i), and (iiiD) each with respect to the prepayment in respect of any Revolving portion of the Term B Loans prior to the A Obligations Termination Date, (1) the aggregate principal amount of such prepayments shall not exceed $11,000,000, (2) both before and after giving effect to any such prepayment, no Default or Event of Default has occurred and is continuing, (3) both before and after giving effect to such prepayment, the Borrowing Availability is not less than $3,000,000, and (4) after giving effect to such prepayment the aggregate outstanding principal amount of the Term B Loans is not less than the amount equal to the difference between $15,000,000 less the amount of scheduled principal payments on the Term B Loans made pursuant to Section 1.1(b)(ii)(B), if any, on or before such date of prepayment. In addition, Borrowers may at any 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 (other than Term B Loans) and other Obligations (other than B Obligations) shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any voluntary prepayment and any reduction or termination of the Revolving Loan Commitment, the Term A Loans or the Term B Loans must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, 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 that a Borrowing 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 Loans or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of the Term A Loan or the Term B Loan made by or on behalf of any Borrower shall be applied pro rata among to prepay the scheduled installments of such Revolving Borrower's Term A Loans or the Term B Loans, provided that at the Borrower's election as applicable, in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan inverse order of a Defaulting Bank 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 Loansmaturity.

Voluntary Prepayments. The Any Borrower shall have the right to may, at its option, prepay Revolving Loans its Loans, in whole or in part part, at any time and from time to time on time, by notifying the following terms and conditions: (i) Administrative Agent through the Borrower shall give Notice Party in writing at least one Business Day prior to the Payments Administrator proposed prepayment date in the case of ABR Advances, and at least three Business Days prior to the Payments Administrator's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such proposed prepayment and (date in the case of Eurodollar LoansAdvances, in each case specifying (i) whether the Loans to be prepaid consist of an ABR Advance, a Eurodollar Advance or a combination thereof, (ii) the specific Borrowing(samount to be prepaid, (iii) pursuant to which made, which the date of prepayment and (iv) the identity of the Borrower whose Loans are being prepaid. Such notice shall be given by irrevocable and the Borrower no later than 11:00 A.M. (New York time) one Business Day prior payment amount specified in such notice shall be due and payable on the date specified, together with accrued interest to the date of such prepayment and payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly be transmitted by the Payments Administrator to notify each Lender in respect thereof. Partial prepayments of the Banks; (ii) each partial prepayment of any Borrowing Loans shall be in an aggregate principal amount of at least $25,000,0001,000,000 or such amount plus a whole multiple of $100,000 in excess thereof or, provided that no if less, the outstanding principal balance of the Loans. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of Eurodollar Loans made pursuant to a single Borrowing shall reduce borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding Revolving Loans principal amount of such Eurodollar Advances made pursuant to such Borrowing to an amount less than (whether as the Minimum Borrowing Amount for Eurodollar Loans; and (iiiresult of a borrowing or a conversion) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied less than (subject to any Revolving Loan of a Defaulting Bank 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 LoansSection 2.7) $500,000.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving the Loans incurred by it, in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time following the first anniversary of the Closing Date on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Notice 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 (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such loans were made, which notice shall be given by the Borrower no later than 11:00 A.M. prior to 12:00 Noon (New York time) one at least two Business Day Days prior to the date of such prepayment and prepayment, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000 and, if greater, in an integral multiple of $500,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; (iii) each prepayment of Loans pursuant to this Section 4.01 shall reduce the then remaining Scheduled Loan Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Loan Repayment); and (iiiiv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 (i) At any time and from time to time, the Borrower shall have the right to may prepay Revolving any Loans on any Business Day in whole or in part from time to time on upon notice substantially in the following terms and conditions: form of Exhibit J delivered within the periods set forth in clause (iii) the Borrower shall give the Payments Administrator at the Payments Administrator's Office written notice below, with any partial prepayment being (or telephonic notice promptly confirmed in writingx) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar the Term Loans, in an aggregate minimum amount of $500,000, and integral multiples of $250,000, in excess of that amount and (y) in the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each case of the Banks;Revolving Loans, in an aggregate minimum amount of the Prepayment Minimum and integral multiples of the Prepayment Multiple in excess of that amount. (ii) All such prepayments shall be made: (1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and (2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurocurrency Rate Loans, in each partial prepayment case given to the Administrative Agent by 1:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit such original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender). Upon the giving of any Borrowing shall be in an aggregate such notice, the principal amount of at least $25,000,000, the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that no partial any such prepayment notice may condition the prepayment obligation on the occurrence or non-occurrence of any event specified therein (including a Change of Control, refinancing transaction or Permitted Acquisition or other Investment), in which case such notice may be revoked (or extended) by the Borrower (in its sole discretion) if such condition is not satisfied. Voluntary prepayments of any Class of Term Loan permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.10 in a manner determined at the sole discretion of the Borrower and specified in the notice of prepayment, and on a pro rata basis among Classes of Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments 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 on a pro rata basis among Classes of Term Loan. Notwithstanding any other provision of this Section 2.11, any Lender may, with the consent of the Borrower, elect to accept Rollover Indebtedness in lieu of all or part of such Lender’s pro rata portion of any prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans2.11.

Voluntary Prepayments. The Each Borrower shall have the right to prepay Revolving Loans or Term Loans made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: : (i) the such Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator'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 or Revolving Loans, the amount of such prepayment prepayment, the currency in which such Loans are denominated and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by the such Borrower no later than 11:00 A.M. (x) prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans and (y) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000, or the Dollar Equivalent thereof, provided that no partial prepayment of Eurodollar any Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment ; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01, 4.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment shall not any payments required to be applied made pursuant to any Revolving Loan Section 1.12 as a result of a Defaulting Bank 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 outstandingprepayment are made. The No Borrower shall not have the right under this Section 4.01 to voluntarily prepay any principal amount of any Competitive Bid Loans.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Administrative Agent prior to 12:00 Noon (New York time) at the Payments Administrator's Notice Office (x) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to make such prepaymentprepay Base Rate Loans and (y) at least five Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Eurodollar Loans, which notice shall specify the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, and which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Administrative Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; ; (ii) each partial prepayment of any Borrowing Loans shall be in an aggregate principal amount of at least $25,000,0001,000,000, provided that no if any partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding Revolving Eurodollar 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 Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan Loans of a Defaulting Bank 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 Each Borrower shall have the right to prepay Revolving Loans made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: : (i) the such Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay such prepaymentRevolving Loans, the amount of such prepayment prepayment, the currency in which such Revolving Loans are denominated and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given by the such Borrower no later than 11:00 A.M. (New York time) one at least three Business Day Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000 (or the Dollar Equivalent thereof), provided that no partial prepayment of Eurodollar Revolving Loans made pursuant to a single Borrowing shall reduce the outstanding aggregate principal amount of the Revolving Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment ; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01, 3.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment shall not any payments required to be applied made pursuant to any Revolving Loan Section 1.12 as a result of a Defaulting Bank 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 outstandingprepayment are made. The No Borrower shall not have the right under this Section 3.01 to voluntarily prepay any principal amount of any Competitive Bid Loans.

Voluntary Prepayments. The Borrower shall have may, at its option, prepay the right to prepay Revolving Loans ABR Advances and Eurodollar Advances, in whole or in part part, without premium or penalty (other than any indemnification amounts, as provided for in Section 2.14) at any time and from time to time on by notifying the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent in writing at the 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 Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) least one Business Day prior to the proposed prepayment date in the case of Loans consisting of ABR Advances and at least three Business Days prior to the proposed prepayment date in the case of Loans consisting of Eurodollar Advances, specifying the Loans to be prepaid consisting of ABR Advances, Eurodollar Advances or a combination thereof, the amount to be prepaid and the date of prepayment. Such notice shall be irrevocable and the amount specified in such prepayment notice shall be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly be transmitted by the Payments Administrator to notify each Lender in respect thereof. Partial prepayments of the Banks; (ii) each partial prepayment of any Borrowing ABR Advances and/or Eurodollar Advances shall be in an aggregate minimum principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall be at least (subject to Section 2.3(c)) $25,000,000, provided that no partial prepayment 1,000,000 or such amount plus a whole multiple of Eurodollar $100,000 in excess thereof. Any Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment prepaid shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loansreadvanced.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans any Loan in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office an irrevocable written notice (or telephonic notice promptly confirmed in writing) of its to Administrative Agent, which such notice shall state Borrower's intent to make prepay such prepaymentLoans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant Loans to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than 11:00 A.M. to Administrative Agent by 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment if a prepayment of Eurodollar Loans or one Business Day prior to such prepayment for any other Loans and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; applicable Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000; (iii) Eurodollar Loans may only be prepaid pursuant to this SECTION 4.1 on the last day of an Interest Period applicable thereto, provided that no or on any other day subject to SECTION 3.4; and (iv) a partial prepayment of Eurodollar Loans shall not be made pursuant to a single Borrowing shall reduce that would result in the remaining aggregate outstanding Revolving Loans made pursuant to such Borrowing to an principal amount thereof being less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment minimum principal amount that would be required in respect of any Revolving a similar Eurodollar Loans. Voluntary prepayments of Term Loans made pursuant to a Borrowing shall be applied first to the Term A Loans, with up to 50% of such prepayment applied pro rata among to the Scheduled Term A Loan Principal Payments to be made within the twelve-month period following the date of such Revolving Loansprepayment and the remaining portion of such prepayments shall be applied in inverse order of maturity. The notice provisions, provided that at the Borrower's election in connection provisions with respect to the minimum amount of any prepayment pursuant to this Section 3.01, and the provisions requiring prepayments in integral multiples above such prepayment shall not minimum amount are for the benefit of Administrative Agent and may be applied to any Revolving Loan of a Defaulting Bank 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 Loanswaived unilaterally by Administrative Agent.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Revolving Loans any Borrowing in whole or in part from time to time on the following terms and conditions: : (i) the Borrower Funds Administrator shall give the Payments Administrator at the Payments Administrator's Office an irrevocable written notice (or telephonic notice promptly confirmed in writing) of its to Administrative Agent, which such notice shall state Borrowers’ intent to make prepay such prepaymentLoans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant Loans to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than 11:00 A.M. Funds Administrator to Administrative Agent by 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment if a prepayment of Eurodollar Loans or one Business Day prior to such prepayment for any other Loans and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; applicable Lenders; (ii) each partial prepayment of any Borrowing (other than daily prepayments from the Master Collection Account) shall be in an aggregate principal amount of at least $25,000,0001,000,000; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.4 on the last day of an Interest Period applicable thereto, provided that no or on any other day subject to Section 3.4; and (iv) a partial prepayment of Eurodollar Loans shall not be made pursuant to a single Borrowing shall reduce that would result in the remaining aggregate outstanding Revolving Loans made pursuant to such Borrowing to an principal amount thereof being less than the Minimum minimum principal amount that would be required in respect of a Borrowing Amount for of similar Eurodollar Loans; and (iii) each . Each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Revolving LoansBorrowing. The notice provisions, provided that at the Borrower's election in connection provisions with respect to the minimum amount of any prepayment pursuant to this Section 3.01, and the provisions requiring prepayments in integral multiples above such prepayment shall not minimum amount are for the benefit of Administrative Agent and may be applied to any Revolving Loan of a Defaulting Bank 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 Loanswaived unilaterally by Administrative Agent.

Voluntary Prepayments. The Borrower Company shall have the right to prepay Revolving the Loans or Term Loans in whole or in part part, without premium or penalty (but subject to Section 2.10) from time to time on the following terms and conditions: : (i) the Borrower Company shall give the Payments Administrator Agent at the Payments Administrator's Notice Office at lease three Business Days, in the case of a prepayment of Fixed Rate Loans or by 12:00 Noon (Cincinnati time) on the date of prepayment, in the case of a prepayment of Prime Rate Loans, prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans or Term Loans, the amount of such prepayment and (in what Types of Loans or Term Loans are to be prepaid and the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least not less than $25,000,0002,500,000 in the case of Fixed Rate Loans, provided or $1,000,000 in the case of Prime Rate Loans or in each case, if greater, in an integral multiple of $1,000,000, PROVIDED that no partial prepayment of Eurodollar Fixed Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans or Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans$2,500,000; and (iii) each prepayment in respect of any Revolving Loans or Term Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or Term Loans, provided . It is understood that at the Borrower's election in connection with any each prepayment pursuant of Fixed Rate Loans shall be subject to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans2.10.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Agent prior to 12:00 noon (New York time) at the Payments Administratorits Notice Office at least one Business Day's Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and prepay Loans (or same day notice in the case of Eurodollar Loans) the specific Borrowing(s) pursuant Swingline Loans provided such notice is given prior to which made, which notice shall be given by the Borrower no later than 11:00 A.M. 12:00 noon (New York time) one on such Business Day prior to Day), whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid and the amount of such prepayment and prepayment, which notice the Agent shall promptly be transmitted by the Payments Administrator transmit to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment 1,000,000 (or $250,000 in the case of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Swingline Loans); and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Revolving Loans, provided ; PROVIDED that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 3.014.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when Bank. Each prepayment of principal of Term Loans pursuant to this Section 4.01 shall be applied to reduce the aggregate amount then remaining Scheduled Repayments in inverse order of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of maturity after giving effect to all Revolving Loans then outstanding. The Borrower shall not have the right to voluntarily prepay any Competitive Bid Loansprior reductions thereto.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Revolving Loans the Loans, in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the a Borrower shall give the Payments Administrator Agent at the Payments Administrator's Notice 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 (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by the a Borrower no later than prior to 11:00 A.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans maintained as Base Rate Loans and (y) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall promptly be transmitted by the Payments Administrator Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, 1,000,000; provided that no partial prepayment payment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, ; provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan Loans of a Defaulting Bank 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 LoansLender.

Voluntary Prepayments. The Borrower Company shall have the right to prepay Revolving the Loans incurred by it, in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: : (i) the Borrower Company shall give the Payments Administrator Administrative Agent at the Payments Administrator's Notice 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 (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. Company prior to 12:00 Noon (New York time) one at least two Business Day Days prior to the date of such prepayment and prepayment, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000 and, if greater, in an integral multiple of $500,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; (iii) each prepayment of Term Loans pursuant to this Section 3.01 shall reduce the then remaining Scheduled TL Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled TL Repayment); and (iiiiv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, ; provided that at the BorrowerCompany's election in connection with any prepayment of Revolving Loans pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan Loans of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The Borrower shall not have the right to voluntarily prepay any Competitive Bid Loans.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Revolving Loans Term Loans, in each case, without premium or penalty (subject to Section 5.01(b)), in whole or in part from time to time on the following terms and conditions: : (ia) the Borrower shall give the Payments Administrator Administrative Agent and at the Payments Administrator's 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 Eurodollar 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 a LIBOR Loans, 11:00 A.M. a.m. (New York Central time) one three Business Day Days prior to or (ii) in the case of ABR Loans, 11:00 a.m. (Central time) on, the date of such prepayment and shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (iib) each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $25,000,0001,000,000, provided that no partial prepayment of Eurodollar LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; LIBOR Loans and (iiic) each any prepayment of LIBOR Loans pursuant to this Section 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 2.11. Each prepayment in respect of any Revolving Term Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment 5.01 shall not be (a) applied to Term Loans in such manner as the Borrower may determine and (b) applied to reduce Repayment Amounts, and/or any Revolving New Term Loan of a Defaulting Bank at any time when Repayment Amounts, as the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds case may be, in such Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The order as the Borrower shall not have the right to voluntarily prepay any Competitive Bid Loansmay determine.

Voluntary Prepayments. The Borrower shall have the right to --------------------- prepay Revolving Loans the Loans, in whole or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Agent at the Payments Administrator's Notice 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 (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. prior to 12:00 Noon (New York time) one at least three Business Day Days prior to the date of such prepayment and shall (or, in the case of Base Rate Loans, on the same day) which notice shall, except in the case of Swingline Loans, promptly be transmitted trans mitted by the Payments Administrator Agent to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,0001,000,000 (or $100,000 in the case of Swingline Loans), provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving --- ---- Loans, provided that at the Borrower's election ; and (iv) with respect to each prepayment in connection with respect of any prepayment Revolving Loans made pursuant to this Section 3.014.01, such prepayment shall not shall, unless otherwise directed by the Borrower at the time of prepayment, first be deemed to be applied to any Revolving Loan of a Defaulting Bank at outstanding Working Capital Loans and then to 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 outstanding Acquisition Loans.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving Loans Loans, without premium or penalty (except for amounts payable pursuant to Section 1.11), in whole or in part part, from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator'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 Term Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be given received by the Borrower Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment and prepayment, or (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; ; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount Principal Amount of at least $25,000,0001,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the Loans outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar LoansAmount; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any ; and (iv) each prepayment of Term Loans pursuant to this Section 3.01, such prepayment 4.01 shall not be applied to any Revolving Loan of reduce the then remaining Scheduled Repayments on a Defaulting Bank at any time when pro rata basis (based upon the aggregate then remaining principal amount of Revolving Loans of any Non-Defaulting Bank exceeds each 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 LoansScheduled Repayment).

Voluntary Prepayments. The Each Borrower shall have the right to prepay Revolving Loans made to it in whole or in part part, without premium or penalty, from time to time on the following terms and conditions: : (i) the such Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given by the such Borrower no later than 11:00 A.M. (New York time) one at least three Business Day Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Payments Administrator Administrative Agent to each of the Banks; Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, 1,000,000 provided that no partial prepayment of Eurodollar Revolving Loans made pursuant to a single Borrowing shall reduce the outstanding aggregate principal amount of the Revolving Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loansapplicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment ; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01, 3.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment shall not any payments required to be applied made pursuant to any Revolving Loan Section 1.12 as a result of a Defaulting Bank 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 outstandingprepayment are made. The No Borrower shall not have the right under this Section 3.01 to voluntarily prepay any principal amount of any Competitive Bid Loans.

Voluntary Prepayments. The Borrower shall have the right to prepay Revolving the Loans in whole or in part from time to time on any Quarterly Interest Payment Date on the following terms and conditions: : (i) the Borrower shall give the Payments Administrator Lender at the Payments Administrator's Office least ten Business Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay a Loan, which notice (in each case) shall be irrevocable and shall specify the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which madeprepayment, which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing Loans pursuant to this Section 3.01 shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to 500,000 or an integral multiple thereof or such Borrowing to an lesser amount less than the Minimum Borrowing Amount for Eurodollar Loansas is then outstanding; and (iii) each prepayment pursuant to this Section 3.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at Loans and among the Borrower's election in connection with remaining Scheduled Repayments thereof. In the event the Borrower elects to prepay a Loan (or any prepayment portion thereof) pursuant to this Section 3.01, the Borrower shall pay to the Lender, upon the Lender's first demand, such amounts as may be necessary to compensate the Lender for any loss, cost or expense that the Lender may reasonably incur as a result of such prepayment shall not be applied (including, without limitation, cost of liquidation or redeployment of deposits or other funds acquired by the Lender to any Revolving Loan of a Defaulting Bank at any time when fund and maintain 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 Loan), as certified by the Lender to the Borrower shall not have the right to voluntarily prepay any Competitive Bid Loansin writing.

Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, without premium or penalty (other than as provided in Section 4.1(b)4.1(b) and amounts, if any, required to be paid pursuant to Section 2.11 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: : (ia) the Borrower shall give the Payments Administrator Administrative Agent at the Payments Administrator's 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 Eurodollar Term SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 11:00 A.M. 1:00 p.m. (New York timex) 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 SOFR Loans) (or, in each case, such prepayment and shall promptly be transmitted by shorter time as the Payments Administrator to each of the Banks; Administrative Agent may agree), (iib) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $25,000,000, 5,000,000; provided that no partial prepayment of Eurodollar Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; Term SOFR Loans and (iiic) each any prepayment of Term SOFR Loans pursuant to this Section 5.1 on any day 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 2.11. Each prepayment in respect of any Revolving tranche of Term Loans made pursuant to a Borrowing this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts in such order 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 Term Loan Repayment Amounts or prepayments of Term Loans as between existing Classes of Term Loans, the Borrower shall be deemed to have elected that in the case of Term Loans, such prepayments be applied to reduce the Term Loan Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among such Revolving Loansthe applicable Class or Classes, provided that at if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(d) or (e), as applicable. At the Borrower's ’s election in connection with any prepayment pursuant to this Section 3.015.1, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 LoansLender.

Voluntary Prepayments. The Borrower shall have may prepay the right outstanding principal amount of the Loans at any time and from time to prepay Revolving Loans time, in whole or in part from time part, together with accrued interest to time the date of such prepayment on the following terms and conditions: (i) principal amount prepaid; provided, however, that if any prepayment of any Eurodollar Rate Loan is made by the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall give also pay any amount owing pursuant to Section 2.17(d); and, provided further that each partial prepayment shall be in an aggregate amount not less than $1,000,000 or integral multiples of $1,000,000 in excess thereof. Each such partial prepayment shall be applied ratably to the Payments Administrator Initial Term Loans and each series of New Term Loans, to the installments of the outstanding principal amount thereof in such order of application as selected by the Borrower, and within each such tranche, ratably to the Lenders in respect thereof. Any such prepayment shall be made upon at least one Business Day’s prior notice to the Payments Administrator's Office written notice Administrative Agent (or telephonic such shorter period as the Administrative Agent may agree) in the case of Base Rate Loans and at least three Business Days’ prior notice promptly confirmed in writingto the Administrative Agent (or such shorter period as the Administrative Agent may agree) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Rate Loans) the specific Borrowing(s) pursuant , in each case given to which made, which notice shall be given Administrative Agent by the Borrower no later than 11:00 A.M. 12:00 p.m. (New York City time) one Business Day prior on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such prepayment and shall promptly be transmitted telephonic or original notice by posting to the Payments Administrator Platform or by telefacsimile or telephone to each of Lender). Upon the Banks; (ii) each partial prepayment giving of any Borrowing shall be in an aggregate such notice, the principal amount of at least $25,000,000the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided, provided however, that no partial any such prepayment may, subject to the Borrower’s payment of Eurodollar Loans made any amounts required to be paid in connection therewith pursuant to Section 2.17(d) as a single Borrowing shall reduce result of such Loan not being prepaid on the outstanding Revolving Loans made pursuant to date specified in such Borrowing to an amount less than notice, be conditioned on the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect receipt of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan proceeds of a Defaulting Bank 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.new Indebtedness

Voluntary Prepayments. The Borrower shall (i) Subject to the terms of Section 2.13(b) below, if no Loans are outstanding under the First Lien Credit Facilities (or any permitted refinancings thereof) and no Letters of Credit (as defined therein), commitments to extend credit or obligations to make payments remain outstanding under the First Lien Credit Facilities that have not been fully cash collateralized (unless otherwise consented to by the right requisite lenders under the First Lien Credit Facilities), at any time from time to time, with respect to Base Rate Loans, the Company may prepay Revolving any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; and with respect to Eurocurrency Rate Loans, the Company may prepay any such Loans on any Business Day in whole or in part from time to time on the following terms in an aggregate minimum amount of $500,000 and conditions:integral multiples of $100,000 in excess of that amount. (iii) the Borrower All such prepayments shall give the Payments Administrator at the Payments Administrator's Office be made: upon not less than one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Base Rate Loans; and upon not less than three Business Days’ prior written or telephonic notice in the case of Eurocurrency Rate Loans; in each case given to Administrative Agent by 12:00 p.m. (New York City time) on the specific Borrowing(s) pursuant date required and, if given by telephone, promptly confirmed in writing to which madeAdministrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice by telefacsimile or telephone to each Lender). Upon the giving of any such notice, which the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided, that, notwithstanding anything to the contrary herein, in the event of a failure to pay the principal amount of the Loans on any specified prepayment date due to administrative or technical circumstances beyond the control of the Company, and such payment shall be given by the Borrower made no later than 11:00 A.M. two (New York time2) one Business Day prior Days after the applicable specified prepayment date, such failure to make such payment shall not constitute an Event of Default. Any such voluntary prepayment and shall promptly be transmitted by the Payments Administrator to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower's election as specified in connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank 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 Loans2.15(a).