Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be.

Voluntary Prepayments. (a) The Borrower mayshall have the right to prepay the Loans, upon written notice delivered 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 Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of prepayment of a Swingline LoanEuro Rate Loans, the Swingline Lender) not later than 11:00 A.M. (New York City time) on specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice the same Business Day (or Administrative Agent shall, except in the case of LIBOR Rate a prepayment of Swingline Loans, two promptly transmit to each of the Lenders; (2ii) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of x) each partial prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Revolving Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 5.01(a) shall be in an aggregate principal amount equal of at least $5,000,000 (or such lesser amount as is acceptable to the lesser of (aAdministrative Agent) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (bz) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no each partial prepayment of any Tranche of LIBOR Rate Swingline Loans may be made if, after giving effect thereto, pursuant to this Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans 5.01(a) shall be made in an aggregate principal amount equal of at least $1,000,000 (or such lesser amount as is acceptable to the lesser Administrative Agent in any given case), provided that if any partial prepayment of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) Euro Rate Loans made pursuant to any Borrowing shall reduce the aggregate outstanding principal amount of ABR Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then outstandingsuch Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as the case may be.no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;

Voluntary Prepayments. The Borrower may, upon written delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice delivered must be in a form acceptable to the Administrative Agent (and, in and be received by the case of prepayment of a Swingline Loan, the Swingline Lender) Administrative Agent not later than 11:00 A.M. a.m. (New York City time1) on the same three Business Day (or in the case Days prior to any date of LIBOR prepayment of Eurodollar Rate Loans, two Loans and (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans; (B) before the date any such prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Applicable Percentage of such prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment date described is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice, together notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect 3.05. Subject to any Tranche of LIBOR Rate Loans Section 2.15, each such prepayment shall be in an aggregate principal amount equal applied to the lesser Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Percentages.

Voluntary Prepayments. (a) The Borrower may, upon written notice delivered from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loan in whole or in part without premium or penalty (other than as set forth in clause (b) below); provided that (A) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City time1) on the same three Business Day (or in the case Days prior to any date of LIBOR prepayment of Eurodollar Rate Loans, two Loans and (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans and LIBOR Daily Floating Rate Loans; (B) before the date any such prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, prepay and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender’s Applicable Percentage of such prepayment on prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect 3.05. Subject to any Tranche of LIBOR Rate Loans Section 2.15, each such prepayment shall be in an aggregate principal amount equal applied to the lesser applicable Term Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as Term Loans may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing repaid in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 part without premium or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may bepenalty; provided that no partial prepayment of any Tranche of (i) LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect repaid only upon three (3) Business Days’ prior written notice to the ABR Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate minimum principal amount of ABR the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrowers elect to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans then outstanding(to the remaining principal installments thereof, if any, as directed by the Borrowers) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent in the case of a prepayment under this clause (a) or clause (b) below, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Term Loans may benot be reborrowed. Each notice delivered by the Borrowers pursuant to this Section 2.11(a) shall be revocable by the Borrowers (by notice to the Administrative Agent on or prior to the proposed prepayment date specified therein).

Voluntary Prepayments. (a) The Borrower maymay at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty, subject to the requirements of Section 5.1, upon written irrevocable notice delivered to the Administrative Agent not later than 12:00 Noon (andNew York City time) three (3) Business Days prior thereto, in the case of prepayment of a Swingline LoanFixed Rate Loans (other than Alternate Currency Loans), the Swingline Lender) not later than 11:00 10:00 A.M. (New York City time) on the same Business Day (or date of such payment, in the case of LIBOR Base Rate Loans, two and not later than 12:00 Noon (2New York City time) four (4) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), prior thereto and in the case of Alternate Currency Loans, which notice shall be in the form of Exhibit O; provided that if a Fixed Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Swingline LoanRefinancing of the Facilities (including in the context of a transaction involving a Change of Control), not later than 12:00 noon, New York City time, on the date of prepayment) before the date such notice of prepayment stating the aggregate principal amount may be revoked if such Refinancing is not consummated, subject to payment of the prepayment and the Loans any costs referred to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.72.12. Any Upon receipt of any such notice provided pursuant to this Section 4.6 the Administrative Agent shall be irrevocablepromptly notify each relevant Lender thereof. If any such notice is given, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such noticespecified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans, other than in connection with a repayment of all Loans, which shall be paid quarterly in arrears on each Quarterly Payment Date) accrued and unpaid interest to such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 5.1(b), if any, and accrued interest. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Term Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an 1,000,000 and integral multiple multiples of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravenedamount. Partial prepayments with respect to the ABR of Revolving Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 250,000 and integral multiples of $100,000 in excess thereof or (ii) the of that amount. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of ABR Loans then outstanding, as the case may be$250,000 and in integral multiples of $100,000 in excess of that amount.

Voluntary Prepayments. The Borrower may, upon written notice delivered Borrowers shall have the right to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the prepay Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest part from time to the date time without premium or penalty upon delivery of such prepayment on the principal amount prepaida Notice of Loan Prepayment; provided, however, that losses incurred (i) Eurodollar Loans may only be prepaid on three (3) Business Days’ prior written notice to the Administrative Agent specifying the applicable Loans to be prepaid, (ii) any prepayment of Eurodollar Loans will be accompanied by any Bank under accrued interest thereon and subject to Section 3.7 shall be payable with respect to 3.10; and (iii) each such partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate a minimum principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 and integral multiples of $100,000 in excess thereof thereof. Each such Notice of Loan Prepayment shall be irrevocable and shall specify the date and amount of prepayment and the Loans that are to be prepaid. The Administrative Agent will give prompt notice to the Lenders of any prepayment on the Loans and each Lender’s interest therein. Subject to Section 3.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Commitment Percentages. Subject to the foregoing terms, (A) voluntary prepayments on Revolving Loans shall be applied to outstanding Revolving Loans as the Borrowers may elect and (bB) voluntary prepayments on any Term Loan shall be applied to the aggregate remaining principal amount amortization installments in inverse order of maturity; provided, that, unless the Lenders providing a Class of Incremental Term Loans agree to less than pro rata treatment for voluntary prepayments, such Tranche prepayment shall be applied to all Classes of LIBOR Term Loans on a pro rata basis. Within the foregoing parameters for application, voluntary prepayments shall be applied first to Base Rate Loans and then outstanding, as to Eurodollar Loans. Voluntary prepayments on the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Revolving Loans may be made if, after giving effect thereto, Section 2.3 would reborrowed in accordance with the provisions hereof. Such voluntary prepayments shall not reduce the Revolving Committed Amount. Amounts prepaid on the Term Loans may not be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bereborrowed.

Voluntary Prepayments. The Borrower may, upon written notice delivered in its sole and absolute discretion, prepay Revolving Credit Loans, Competitive Bid Loans or Swing Line Loans, in whole or in part, without premium or penalty, but subject to Section 3.5, at any time and from time to time, by notifying the Administrative Agent (andwhich notice shall be in a form reasonably acceptable to the Administrative Agent) at least two Domestic Business Days, in the case of a prepayment of a Swingline LoanTerm SOFR Advances, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same two Domestic Business Day (or Days, in the case of LIBOR Rate a prepayment of Competitive Bid Loans, two (2) or one Domestic Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent)Day, and in the case of a prepayment of a Swingline LoanSwing Line Loans or ABR Advances, not later than 12:00 noon, New York City time, on prior to the proposed prepayment date of prepaymentspecifying (i) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay (ii) the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in partamount to be prepaid, together with accrued interest to and (iii) the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to prepayment. Upon receipt of each such prepayment in notice, the manner set forth in Section 3.7Administrative Agent shall promptly notify each Lender thereof. Any Each such notice provided given by the Borrower pursuant to this Section 4.6 2.7 shall be irrevocable, provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments, the Swing Line Commitment and the payment amount specified in Letter of Credit Commitment as contemplated by Section 2.6, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.6, and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. Each partial prepayment under this Section 2.7 shall be due and payable on (A) in the prepayment date described case of Term SOFR Advances, in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal a minimum amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of Term SOFR Advances, (iiB) in the aggregate principal case of ABR Advances, in a minimum amount of $1,000,000 or an integral multiple of $100,000 in excess thereof or the entire remaining amount of ABR Loans then outstandingAdvances, as (C) in the case may beof Swing Line Loans, in a minimum amount of $500,000 or an integral multiple of $100,000 in excess thereof or the entire remaining amount of Swing Line Loans, and (D) in the case of Competitive Bid Loans, in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of Competitive Bid Loans.

Voluntary Prepayments. The Borrower Company may, upon written or telephonic notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. on or prior to 1:00 P.M. (New York City time) on the same Business Day (or date of prepayment, in the case of LIBOR Base Rate Loans, two and on or prior to 1:00 P.M. (2New York City time) on the day three Business Days (or prior to such shorter or no notice as may be satisfactory to the Administrative Agent)prepayment, and in the case of prepayment of a Swingline LoanEurodollar Rate Loans, not later than 12:00 noonin each case given to Administrative Agent and, New York City timeif given by telephone, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid, prepay the outstanding principal amounts prepaid of such prepayment, at any time and from time to time prepay any Term Loans comprising part of the same Borrowing or Revolving Loans on any Business Day in whole or ratably in part, together with accrued interest to the date part in an aggregate minimum amount of such prepayment on the principal amount prepaid$1,000,000 and integral multiples of $500,000 in excess of that amount; provided, however, that losses incurred by any Bank under Section 3.7 shall a Eurodollar Rate Loan may only be payable with respect prepaid on the expiration of the Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to each such prepayment in the manner set forth in Section 3.7. Any such notice provided subsection 2.6D. All written notices delivered pursuant to this Section 4.6 subsection 2.4B(i) shall be in 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 payment principal amount of the Loans specified in such notice shall be become due and payable on the prepayment date described specified therein; provided that in such notice, together connection with accrued the termination of all commitments under this Agreement and unpaid interest on the amount prepaid. Partial prepayments pursuant to repayment in full of all Obligations under this Section 4.6 with respect to any Tranche Agreement (including the cash collateralization of LIBOR Rate Loans shall be all Letters of Credit in an aggregate principal amount equal to 105% of the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal maximum amount of which may be drawn thereunder), such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans repayment may be made if, after giving effect thereto, Section 2.3 would conditional on the closing of the transaction from which the funds required for such repayment are to be contravenedreceived. Partial prepayments with respect to the ABR Loans Any such voluntary prepayment shall be made applied as specified in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may besubsection 2.4B(iv).

Voluntary Prepayments. The Borrower mayshall have the right to prepay Term Loans, upon written notice delivered 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: (a) the Borrower shall give the Administrative Agent at the Administrative Agent's Office written notice (andor telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of prepayment of a Swingline LoanEurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Swingline Lender) not Borrower no later than 11:00 (i) in the case of Term Loans or Revolving Credit Loans, 10:00 A.M. (New York City time) on the same one Business Day prior to, or (or ii) in the case of LIBOR Rate Swingline Loans, two 10:00 A.M. (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time) on, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on and shall promptly be transmitted by the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect Administrative Agent to each such prepayment in of the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 Lenders or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstandingChase, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (c) any Tranche prepayment of LIBOR Rate Eurodollar Term Loans may be made if, after giving effect thereto, or Eurodollar Revolving Credit Loans pursuant to this Section 2.3 would be contravened. Partial prepayments with respect to 5.1 on any day other than the ABR Loans last day of an Interest Period applicable thereto shall be made subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, such order as the case Borrower may bedetermine. At the Borrower's election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the case Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the prepayment entire principal amount thereof then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaidprepaid and shall be substantially in the form of Exhibit H. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, prepay and of the outstanding principal amounts amount of such Loans comprising part Lender’s ratable portion (based on such Lender’s Applicable Percentage in respect of the same Borrowing in whole or ratably in partrelevant Facility). If such notice is given by the Borrower, together with accrued interest to the date of Borrower shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest to the date described in such notice, together with accrued and unpaid interest of prepayment on the amount prepaid, and, in the case of Eurodollar Rate Loans, any additional amounts required pursuant to Section 3.05. Partial prepayments Each prepayment of the outstanding Term Loans pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.04(a) shall be in an aggregate principal amount equal applied to the lesser principal repayment installments thereof in the order of (a) $5,000,000 maturity as instructed by the Borrower, or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment absence of any Tranche such instruction, in the direct order of LIBOR Rate Loans may maturity, and each such prepayment shall be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect applied to the ABR Loans shall be made of the Lenders in an aggregate principal amount equal to accordance with their respective Applicable Percentages in respect of each of the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may berelevant Facilities.

Voluntary Prepayments. The Borrower may, upon written notice delivered at its option, prepay the Revolving Credit Loans without premium or penalty (but subject to Section 3.5), in full at any time or in part from time to time by delivering to the Administrative Agent (andan irrevocable written notice thereof on the proposed prepayment date, in the case of Revolving Credit Loans consisting of ABR Advances, and at least (i) three Business Days prior to the proposed prepayment of a Swingline Loandate, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two Revolving Credit Loans denominated in Dollars and (2ii) four Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent)proposed prepayment date, and in the case of prepayment Revolving Credit Loans denominated in Alternative Currencies, consisting of Eurodollar Advances, specifying whether the Revolving Credit Loans to be prepaid consist of ABR Advances, Eurodollar Advances, or a Swingline Loancombination thereof, not later than 12:00 noon, New York City time, on the amount to be prepaid and the date of prepayment) before , whereupon the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in specified. Upon receipt of such notice, together with accrued and unpaid interest on the amount prepaidAdministrative Agent shall promptly notify each Lender thereof. Partial prepayments Each partial prepayment of the Revolving Credit Loans pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans subsection (a) shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 10,000,000 or an integral such amount plus a whole multiple of $1,000,000 in excess thereof thereof, or, if less, the outstanding principal balance of the Revolving Credit Loans. 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 (b) which had the aggregate same Interest Period, the outstanding principal amount balance of such Tranche of LIBOR Rate Eurodollar Advances shall exceed $5,000,000. Neither Swing Line Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate nor Competitive Bid Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beprepaid.

Voluntary Prepayments. (a) The Borrower mayshall have the right to prepay Term Loans, upon written notice delivered 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: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (and, or telephonic notice promptly confirmed in the case writing) of prepayment of a Swingline Loanits intent to make such prepayment, the Swingline Lender) not later than 11:00 A.M. amount of such prepayment and (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans) the specific Borrowing(s) pursuant to which made, two which notice shall be given by the Borrower no later than (2i) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment a LIBOR Loans, 11:00 a.m. (Central time) three Business Days prior to or (ii) in the case of a Swingline LoanABR Loans, not later than 12:00 noon11:00 a.m. (Central time) on, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on and shall promptly be transmitted by the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect Administrative Agent to each such of the Lenders; (b) each partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to of any Tranche Borrowing of LIBOR Rate Term Loans shall be in a multiple of $100,000 and in an aggregate principal amount equal of at least $1,000,000, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the lesser outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans and (c) 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 Term Loans pursuant to this Section 5.01 shall be (a) $5,000,000 or an integral multiple of $1,000,000 applied to Term Loans in excess thereof such manner as the Borrower may determine and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstandingapplied to reduce Repayment Amounts, and/or any New Term Loan Repayment Amounts, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, such order as the case Borrower may bedetermine.

Voluntary Prepayments. (i) The Borrower maymay at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon written irrevocable (subject to Section 2.11(a)(ii)) notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not no later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noonA.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16 on the date of prepayment) before . Upon receipt of any such notice, the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by Administrative Agent shall promptly notify each relevant Lender thereof. If any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocableis given, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such noticespecified therein, together with (except in the case of Loans that are ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the event of a prepayment in full of the Construction Loans, the Vista Expansion Loans, the Term Loans, the Revolving Loans, the Revolving L/C Loans and the DSR L/C Loans, an amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate outstanding principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bebeing prepaid).

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) (i) not later than 11:00 A.M. 1:00 P.M. (New York City time) on the same Business Day (or Day, in the case of LIBOR Rate a prepayment of ABR Revolving Loans, (ii) no later than 1:00 P.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of a prepayment of Eurodollar Rate Loans, and (iii) not later than 1:00 P.M. (New York City time) on the date of prepayment, in the case of a prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaidprepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, and if a notice of prepayment is given in connection with a conditional notice of termination of the payment amount specified in Commitments as contemplated by Section 4.5(b)(iii), then such notice shall of prepayment may be due and payable on the prepayment date described revoked if such notice of termination is revoked in such notice, together accordance with accrued and unpaid interest on the amount prepaidSection 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Eurodollar Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Eurodollar Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Eurodollar Rate Loans may be made if, after giving effect thereto, Section 2.3 2.1(b) would be contravened. Partial prepayments with respect to the ABR Revolving Loans (other than Swingline Loans) shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof or and (ii) the aggregate principal amount of ABR Revolving Loans then outstanding, as the case may be.

Voluntary Prepayments. The Borrower mayshall have the right to prepay Loans, upon written notice delivered in whole or in part, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent (andand the Swingline Lender, in the case of prepayment Swingline Loans) at the Notice Office written notice of a its intent to prepay the Loans, whether such Loans are Revolving Loans or Swingline LoanLoans, the Swingline Lenderamount of such prepayment and (in the case of Eurodollar Loans) not later than the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be substantially in the form of Exhibit I hereto and received by the Administrative Agent by 11:00 A.M. (New York City time) on the same one Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest prior to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment or in the manner set forth in Section 3.7. Any case of Eurodollar Loans, three Business Days prior to the date of such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment; (ii) each partial prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to of any Tranche of LIBOR Rate Loans Borrowing shall be in an aggregate principal amount equal to the lesser of (a) at least $5,000,000 or an integral multiple of $1,000,000 250,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; of Eurodollar Loans or $100,000 in the case of ABR Loans or $100,000 in the case of Swingline Loans and shall include accrued interest to such date on the amount prepaid, provided that no partial prepayment of any Tranche of LIBOR Rate Eurodollar Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect pursuant to the ABR Loans a Borrowing shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) reduce the aggregate principal amount of ABR the Loans then outstandingoutstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, as the case may be.Borrower shall also pay any amounts owing pursuant to Section 1.14 and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lenderi) not later than 11:00 A.M. 1:00 P.M. (New York City time) on the same Business Day (or Day, in the case of LIBOR Rate Loans, a prepayment of ABR Revolving Loans and (ii) no later than 1:00 P.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of a prepayment of a Swingline LoanEurodollar Rate Loans, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaidprepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, and if a notice of prepayment is given in connection with a conditional notice of termination of the payment amount specified in Commitments as contemplated by Section 4.5(b)(iii), then such notice shall of prepayment may be due and payable on the prepayment date described revoked if such notice of termination is revoked in such notice, together accordance with accrued and unpaid interest on the amount prepaidSection 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Eurodollar Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Eurodollar Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Eurodollar Rate Loans may be made if, after giving effect thereto, Section 2.3 2.1(b) would be contravened. Partial prepayments with respect to the ABR Revolving Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof or and (ii) the aggregate principal amount of ABR Revolving Loans then outstanding, as the case may be.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the case of prepayment of a Swingline Loan, Administrative Agent not later than 12:00 noonp.m., New York City central time, (A) three Business Days prior to any date of prepayment of LIBO Rate Loans, and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, prepay the outstanding principal amounts and of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender’s Percentage Share of such prepayment on prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such noticeof a LIBO Rate Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the amount prepaid. Partial prepayments Loans of the Lenders in accordance with their respective Percentage Shares, provided that at the Borrower’s election in connection with any prepayment pursuant to this Section 4.6 with respect 2.4(a), such prepayment shall not be applied to any Tranche Loans of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bea Defaulting Lender.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans (including PIK Principal) in whole or in part without premium or penalty other than, to the extent set forth in Section 2.04(d), any applicable Prepayment Premium; provided that such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same a.m. one Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the any date of prepayment stating (which notice may be extended or revoked in the aggregate principal discretion of Borrower). Each such notice shall specify the date and amount of the such prepayment and the of Loans to be prepaid, prepay and the outstanding principal amounts applicable Prepayment Premium (if any). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Loans comprising part of prepayment. If such notice is given by the same Borrowing in whole Borrower (and not extended or ratably in partrevoked), together with accrued interest to the date of Borrower shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of Loans shall be accompanied by all accrued and but unpaid interest on the amount prepaid. Partial prepayments , together with any applicable Prepayment Premium pursuant to this Section 4.6 with respect to any Tranche 2.04(d) and, in the case of LIBOR Rate Loans shall be a repayment in an aggregate principal amount equal to full of the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate outstanding principal amount of the Loans (including any PIK Principal), the Exit Fee in accordance with Section 2.08(b). Subject to Section 3.05, each such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may shall be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect applied to the ABR Loans shall be made of each Class held by the Lenders in an aggregate principal amount equal to the lesser accordance with their respective Applicable Percentages for Loans of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may besuch Class.

Voluntary Prepayments. The Borrower may, upon written notice delivered delivery of a Notice of Prepayment and/or Reduction / Termination of Commitments to the Administrative Agent Lender, at any time or from time to time, voluntarily prepay Delayed Draw Term Loans (andin whole or in part, in without premium or penalty, subject to Section 3.05), provided, that: (A) such notice must be received by the case of prepayment of a Swingline Loan, the Swingline Lender) Lender not later than 11:00 A.M. a.m. (New York City timeI) on the same Business Day at least three (or in the case of LIBOR Rate Loans, two (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline LoanTerm Benchmark Loans or ABR Loans, not later than 12:00 noon, New York City time, on the date of prepaymentand (II) before the at least five (5) Business Days prior to any date of prepayment stating the aggregate of RFR Loans; (B) any prepayment of Term Benchmark Loans shall be in a principal amount of Two Million Dollars ($2,000,000), or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of RFR Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of ABR Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. Subject to payment of breakage costs (if any) in accordance with Section 3.05, prepay any such notice delivered by the outstanding principal amounts Borrower may be conditioned upon the effectiveness of other transactions, in which case, such Loans comprising part of notice may be revoked or its effectiveness deferred by the same Borrowing in whole or ratably in part, together with accrued interest Borrower (by notice to the date of Lender on or prior to the specified effective date) if such condition is not satisfied. If such notice is given by the Borrower, the Borrower shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described specified therein, subject to any condition specified in such notice, together with . Any prepayment of a Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be3.05.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) (i) not later than 11:00 A.M. (New York City time) on the same Business Day (or Day, in the case of LIBOR Rate a prepayment of ABR Revolving Loans, (ii) no later than 11:00 A.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of a prepayment of Eurodollar Rate Loans, and (iii) not later than 12:00 Noon (New York City time) on the date of prepayment, in the case of a prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaidprepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, and if a notice of prepayment is given in connection with a conditional notice of termination of the payment amount specified in Commitments as contemplated by Section 4.5(b)(iii), then such notice shall of prepayment may be due and payable on the prepayment date described revoked if such notice of termination is revoked in such notice, together accordance with accrued and unpaid interest on the amount prepaidSection 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Eurodollar Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Eurodollar Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Eurodollar Rate Loans may be made if, after giving effect thereto, Section 2.3 2.1(b) would be contravened. Partial prepayments with respect to the ABR Revolving Loans (other than Swingline Loans) shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof or and (ii) the aggregate principal amount of ABR Revolving Loans then outstanding, as the case may be.

Voluntary Prepayments. The Borrower Company may, upon written or telephonic notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. on or prior to 12:00 Noon (New York City time) on the same date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount. A Borrower may, upon (i) not less than one (1) Business Day’s prior written or telephonic notice, in the case of LIBOR Base Rate Loans, two (2ii) three (3) Business Days Days’ prior written or telephonic notice in the case of Eurocurrency Rate Loans denominated in Dollars and (iii) four (4) Business Days’ (or such shorter or no notice as may be satisfactory to the Administrative Agentfive (5), and in the case of prepayment of a Swingline LoanLoans denominated in Special Notice Currencies) prior written or telephonic notice in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, not later than and in each case given to Administrative Agent by 12:00 noon, Noon (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) before the date , at any time and from time to time prepay any Revolving Loans outstanding in favor of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount. Notice of prepayment stating having been given as aforesaid, the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be become due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may bespecified therein; provided that no partial prepayment if such notice is given in connection with a refinancing of any Tranche of LIBOR Rate Loans all Obligations (other than contingent indemnification obligations), such notice may be made ifconditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by Company if such condition is not satisfied, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect subject to the ABR Loans provisions of Section 2.7. Any such voluntary prepayment shall be made applied as specified in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may besubsection 2.4B(iv).

Voluntary Prepayments. The Borrower (i) Subject to Section 2.13(d), Borrowers may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Advances and Swingline Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City Milwaukee time) on the same Business Day (or in the case of LIBOR Rate Loans, two A) three (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Domestic Rate Loans; (2) before the date any prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Domestic Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the prepayment and the Loans to be prepaid, prepay the outstanding entire principal amounts of amount thereof then outstanding. Each such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to notice shall specify the date and amount of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to and whether such Advance is a Eurodollar Rate Loan or a Domestic Rate Loan. Agent will promptly notify each Revolving Lender of its receipt of each such prepayment in notice, and of the manner set forth in Section 3.7amount of such Revolving Lender's Revolving Commitment Percentage of such prepayment. Any If such notice provided pursuant to this Section 4.6 is given by the Borrowers, the Borrowers shall be irrevocable, make such prepayment and the payment amount specified in such notice shall be due and payable to Agent by 2:00 p.m Milwaukee time on the date specified therein. Any prepayment date described in such noticeof a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued any additional amounts required pursuant to Section 2.2(f). Each prepayment of the Revolving Advances and unpaid interest on the amount prepaid. Partial prepayments Swingline Loans received by Agent pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.13(a)(i) shall be in an aggregate principal amount equal paid to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 Revolving Lenders in excess thereof and (b) accordance with their respective Revolving Commitment Percentages as follows: first, to the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment payment in full of any Tranche outstanding Protective Advances; second to the payment in full of LIBOR Rate Loans any excess Revolving Facility Advances as required by Section 2.6; third to the payment in full of any outstanding Swingline Loans; and fourth to the payment of any other outstanding Revolving Advances. Revolving Advances prepaid may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments reborrowed in accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser terms of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bethis Agreement.

Voluntary Prepayments. (a) The Borrower mayLoan may not be prepaid on or prior to the Revolving Credit Period Expiration Date other than (i) prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) and in accordance with Section 2.5 and/or (ii) solely with respect to the Tranche B Advances, upon the occurrence of any conduit sale, securitization or securitization type transaction (collectively, a “Securitization Event”), upon at least sixty (60) days’ prior written notice delivered to Agent, so long as the Loan or this Agreement shall not be terminated in connection therewith, provided, the prepayment of the Tranche B Advances following a Securitization Event (with no prepayment premium) shall be limited to once per calendar year (separately or together for each of Loans in respect of Eligible A Receivables and Loans in respect of Eligible B Receivables) during the Revolving Credit Period and no such prepayment shall be made during the three (3) calendar months preceding the Revolving Credit Period Expiration Date; provided, further, that any Receivables selected to be sold, transferred or contributed in connection with such Securitization Event must be selected from all similar Receivables of Borrower at random and with no intention to select Receivables in a manner that would be more adverse (as determined by Agent in its Permitted Discretion) to Agent or Lenders than other Receivables of Borrower. At any time after the Revolving Credit Period Expiration Date, subject to the Administrative Agent terms of this Agreement and the payment of the applicable prepayment premium set forth in this Section 2.6(a) (andother than with respect to prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) or any other proceeds of Collateral and in accordance with Section 2.5), Borrower may terminate financing under this Agreement, and prepay the Loan in the case of whole, but not in part. Such permitted prepayment of in full shall be known as a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent“Voluntary Termination”), and may be effected only by providing Agent with written notice (the “Termination Notice”). The Termination Notice shall be provided to the Agent at least sixty (60) calendar days’ prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Obligations in full, which date shall be known as the case of prepayment of “Voluntary Termination Date”). In connection with a Swingline LoanVoluntary Termination, if Borrower does not later than 12:00 noon, New York City time, pay and perform all Obligations on the date of prepayment) Voluntary Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6(a). In connection with a Voluntary Termination whereby the Voluntary Termination Date is on or before the date of prepayment stating the aggregate principal amount first anniversary of the prepayment Revolving Credit Period Expiration Date, the Indebtedness owing and the Loans to be prepaidpaid by Borrower to Agent, prepay for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied by the then outstanding principal amounts of such Loans comprising part balance of the same Borrowing in whole or ratably in part, together Loan. In connection with accrued interest to a Voluntary Termination whereby the Voluntary Termination Date is after the date of such prepayment the first anniversary of the Revolving Credit Period Expiration Date and is on or before the date of the second anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the principal amount prepaid; providedVoluntary Termination Date shall include as liquidated damages, howevernot as a penalty, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to two percent (2%) multiplied by the lesser then outstanding principal balance of (athe Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the second anniversary of the Revolving Credit Period Expiration Date, Borrower shall not have to pay any liquidated damages under this Section 2.6(a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of connection with such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beVoluntary Termination.

Voluntary Prepayments. The Each Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (a) such notice must be received by the case Administrative Agent by no later than 2:00 p.m.: (i) three (3) Business Days prior to any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentEurocurrency Rate Loans denominated in Dollars; (ii) before the three Business Days prior to any date of prepayment stating the aggregate of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) five (5) Business Days prior to any date of prepayment of RFR Loans; and (iv) one (1) Business Day prior to any date of prepayment of Reference Rate Loans; and (b) any prepayment of Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 (or such lesser amount as the prepayment and Administrative Agent may agree in its sole discretion) in excess thereof or, if less, the Loans to be prepaid, prepay the outstanding entire principal amounts of amount thereof then outstanding. Each such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to notice shall specify the date (which shall be a Business Day) and amount of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall and which Loan such prepayment is to be payable with respect to applied to. The Administrative Agent will promptly notify each Lender of its receipt of each such prepayment in notice, and of the manner set forth in Section 3.7amount of such Lender’s Lender Percentage of such prepayment. Any If such notice provided pursuant to this Section 4.6 is given by a Borrower, such Borrower shall be irrevocable, make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that if such payment is not so made, the prepayment date described in such noticenotice shall be deemed revoked. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on the amount prepaid. Partial prepayments any additional amounts required pursuant to this Section 4.6 4 hereof. Subject to Section 3.6, each prepayment of a Loan (other than any Temporary Increase Loan) shall be applied to the Obligations of such Borrower held by each Lender in accordance with its respective Share of Commitments with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beLoan.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment delivery of a Swingline Loan, Notice of Loan Prepayment from the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory Borrower to the Administrative Agent), and at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that such notice must be received by the case Administrative Agent not later than 10:00 a.m. (i) three Business Days prior to the requested date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurocurrency Rate Loans and (ii) on the date of prepayment) before the requested date of prepayment stating the aggregate of Base Rate Loans. Any prepayment shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Applicable Percentage of such prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurocurrency Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect 3.05. Subject to any Tranche of LIBOR Rate Loans Section 2.16, each such prepayment shall be in an aggregate principal amount equal applied to the lesser Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial accordance with their respective Applicable Percentages. Any prepayment of any Tranche of LIBOR Rate Loans may shall be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect applied ratably to the ABR Loans shall be made in an aggregate remaining principal amount equal to amortization payments of the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) Term Loan, including, without limitation, the aggregate final principal amount of ABR Loans then outstanding, as repayment installment on the case may beMaturity Date.

Voluntary Prepayments. The Subject to the payment of any prepayment or repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Borrower may, upon written notice delivered from the Borrower to the Administrative Agent (andAgent, voluntarily prepay the Loans, in the case of prepayment of a Swingline Loanwhole or in part; provided, the Swingline Lenderthat, (i) such notice must be received not later than 11:00 A.M. a.m. five (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (25) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the prepayment entire principal amount thereof then outstanding). Each such notice shall specify the date and the Loans to be prepaid, prepay the outstanding principal amounts amount of such Loans comprising part of prepayment. If such notice is given by the same Borrowing in whole or ratably in partBorrower, together with accrued interest to the date of Borrower shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.03(a) shall be in an aggregate principal amount equal to accompanied by (x) all accrued interest on the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of the Loans prepaid, (y) the prepayment or repayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such Tranche of LIBOR Rate prepayment shall be applied first, to outstanding Term C Loans then outstanding(if any), as the case may be; provided that no partial second, to outstanding Term B Loans (if any) and third, to outstanding Term A Loans. Each such prepayment of any Tranche of LIBOR Rate Loans may shall be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect applied to the ABR Loans shall be made of the Lenders in an aggregate principal amount equal to accordance with their respective Applicable Percentages in respect of each of the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may berelevant Facilities.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time and from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent (and, in and be received by the case of prepayment of a Swingline Loan, the Swingline Lender) Administrative Agent not later than 11:00 A.M. a.m. (New York City timeA) on the same three Business Day (or in the case Days prior to any date of prepayment of LIBOR Rate Loans, two Loans and (2B) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans; and (ii) before the date any partial prepayment of prepayment stating the aggregate shall be in a principal amount of $5,000,000 (or, if less, the total amount of the Loans outstanding) or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Commitment Percentage). If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.15, each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be paid to the Lenders in accordance with their respective Commitment Percentages and shall be applied first to Base Rate Loans until paid in full and second to LIBOR Rate Loans, in direct order of Interest Period maturities until paid in full. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest through the date described in of such notice, together with accrued and unpaid interest prepayment on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be2.09(e).

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part, subject to Section 2.03(f); provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (12:00 p.m, New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days time (or such shorter or no notice as may be satisfactory other later time which is acceptable to the Administrative Agent), and in the case (A) three Business Days prior to any date of prepayment of a Swingline LoanEurocurrency Rate Loans, not later than 12:00 noon, New York City time, and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate 44 Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, the entire amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment date described in such notice, together with of a Eurocurrency Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Each prepayment of the outstanding Term Loans pursuant to this Section 4.6 with respect 2.03(a) shall be applied to any Tranche the scheduled installment payments thereof as the Borrower shall direct, and each prepayment of LIBOR Rate Loans shall be in an aggregate principal amount equal paid to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Percentages.

Voluntary Prepayments. The Borrower mayBorrowers shall have the right to prepay Loans without premium or penalty (except as provided below), upon written notice delivered in whole or in part from time to time on or after the Administrative Agent (second anniversary of the Signing Date and, in the case of prepayment the Tranche B Loans and Tranche C Loans, on or after the first anniversary of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. Tranche B Signing Date or the Tranche C Signing Date (New York City timeas applicable) on the same Business Day following terms and conditions: (a) the Company shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentspecific Borrowing(s) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay which notice shall be given by the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest Company no later than 10:00 a.m. two Business Days prior to the date of such prepayment on and shall promptly be transmitted by the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect Administrative Agent to each such of the Lenders; (b) each partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to of any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) at least $5,000,000 or and each partial prepayment of ABR Loans shall be in an integral multiple of $1,000,000 and in excess thereof or (ii) the an aggregate principal amount of ABR Loans at least $1,000,000 or, in each case, if less, the entire principal amount thereof then outstanding, and any prepayment of 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 Borrowers with the applicable provisions of Section 2.11. Each prepayment pursuant to this Section 5.1 shall be (a) applied to such Loans as the case Company may be.specify and (b) applied to reduce such Loan Repayment Amounts as the Company may specify. At the Company’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender. In the event that, a Borrower makes any voluntary prepayment of Loans (other than Tranche B Loans or Tranche C Loans) on or after the Second Anniversary of the Signing Date (pursuant to Section 5.1), the Borrowers shall pay to the Administrative Agent, for the ratable account of each Lender of any such Loan, a prepayment premium as follows:

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) three Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Committed Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on the principal amount prepaid; providedLender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, however, that losses incurred by any Bank under Section 3.7 Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect 3.05. Subject to any Tranche of LIBOR Rate Loans Section 2.16, each such prepayment shall be in an aggregate principal amount equal applied to the lesser Committed Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Percentages.

Voluntary Prepayments. The Any Borrower Party may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (a) such notice must be in a form acceptable to Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) and be received by Administrative Agent not later than 11:00 A.M. 1:00 p.m.: (New York City timei) on the same three (3) Business Day (or in the case Days prior to any date of prepayment of LIBOR Rate Loans, two ; and (2ii) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans; (b) before the date any prepayment of prepayment stating the aggregate LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice, prepay and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender’s Applicable Percentage of such prepayment on the principal amount prepaid; providedprepayment. If such notice is given by a Borrower Party, however, that losses incurred by any Bank under Section 3.7 such Borrower Party shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein (provided that the failure to make such payment shall not give rise to a Potential Default or Event of Default hereunder). Any prepayment date described in such noticeof a LIBOR Rate Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on the amount prepaid. Partial prepayments any additional amounts required pursuant to this Section 4.6 with respect 4.05. Subject to any Tranche of LIBOR Rate Loans Section 2.17, each such prepayment shall be in an aggregate principal amount equal applied to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 Obligations held by each Lender in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beits respective Applicable Percentage.

Voluntary Prepayments. The Borrower Company may, upon written or telephonic notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. on or prior to 12:00 Noon (New York City time) on the same date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time, prepay any Swing Line Loan on any Business Day (in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day’s prior written or telephonic notice, in the case of LIBOR Base Rate Loans, two (2) and three Business Days (Days’ prior written or such shorter or no notice as may be satisfactory to the Administrative Agent)telephonic notice, and in the case of prepayment of a Swingline LoanEurodollar Rate Loans, not later than 12:00 noon, in each case given to Administrative Agent by 1:00 p.m. (New York City time, ) on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaidprepaid of such prepayment, at any time and from time to time prepay the outstanding principal amounts of such Term Loans comprising part of the same Borrowing or Revolving Loans on any Business Day in whole or ratably in part, together with accrued interest to the date part in an aggregate minimum amount of such prepayment on the principal amount prepaid; provided, however, $1,000,000 and multiples of $500,000 in excess of that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7amount. Any such notice provided All written notices delivered pursuant to this Section 4.6 subsection 2.4B(i) shall be in 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 payment principal amount of the Loans specified in such notice shall be become due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may bespecified therein; provided that no partial prepayment if notice is given in connection with the refinancing of any Tranche the Loans with the proceeds of LIBOR Rate Loans may be made ifIndebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, after giving effect theretoin either case, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans such transaction does not close, such notice shall be made revocable and the amounts specified therein shall not be due and payable except for any amounts payable as a result thereof pursuant to subsection 2.6D. Any such voluntary prepayment shall be applied as specified in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may besubsection 2.4B(iv).

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. 10:00 a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Loans shall be in a principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) or a whole multiple of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof; if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided All Term Loan prepayments permitted pursuant to this Section 4.6 2.07 shall be irrevocableapplied ratably to the unpaid installments of principal on the Term Loans. If the Borrower prepays a Loan but fails to specify the applicable Eurodollar Rate Loan which the Borrower is prepaying, the prepayment shall be applied (i) first to Revolving Loans and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to Base Rate Loans, then to Eurodollar Rate Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Credit Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 3.05. Each such prepayment shall be in an aggregate principal amount equal applied to the lesser Loans of (a) $5,000,000 the Lenders in accordance with their respective Applicable Revolving Credit Percentage or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstandingApplicable Term Loan Percentage, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beapplicable.

Voluntary Prepayments. The Borrower may, upon written or telephonic notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. on or prior to 3:00 P.M. (New York City time) on the same one Business Day prior to the date of prepayment, in the case of Base Rate Loans, and upon written or telephonic notice to Administrative Agent on or prior to 3:00 P.M. (New York City time) three Business Days prior to the date of prepayment, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory and, in each case, if given by telephone, promptly confirmed in writing to the 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 any Term Loans or any Revolving Loans, in the each case on any Business Day in whole or in part without premium or penalty (except as set forth in Section 2.4(c)(vi) below) in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount; provided that, in any event, any prepayment of a Swingline Loan, not later LIBOR Loan on any date other than 12:00 noon, New York City time, on the expiration date of prepayment) before the date Interest Period applicable thereto shall be subject to the requirements of Section 2.6(d). Notice of prepayment stating having been given as aforesaid, the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be become due and payable on the prepayment date described in such noticespecified therein; provided, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to however, that Borrower may rescind any notice of prepayment under this Section 4.6 with respect to any Tranche 2.4(b)(i) if such prepayment would have resulted from a refinancing or repayment of LIBOR Rate all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in an aggregate principal amount equal to the lesser consummation of (a) $5,000,000 a substantially concurrent Asset Sale or an integral multiple issuance and sale of $1,000,000 in excess thereof and (b) the aggregate principal amount of Capital Stock or Indebtedness by any Group Member. Any such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial voluntary prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made applied as specified in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beSection 2.4(b)(iv).

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; but with accrued interest thereon and any amounts due under Section 3.5, provided that (i) such notice must be received by Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) three Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans or IBOR Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurodollar Rate Loans or IBOR Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. Agent will promptly notify each Lender of its receipt of each such notice, prepay and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender’s Pro Rata Share of such prepayment on the principal amount prepaid; providedprepayment. If such notice is given by Borrower, however, that losses incurred by any Bank under Section 3.7 Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such noticeof a Eurodollar Rate Loan or IBOR Rate Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on the amount prepaid. Partial prepayments any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 3.5. Each such prepayment shall be in an aggregate principal amount equal applied to the lesser Loans of (a) $5,000,000 or an integral multiple of $1,000,000 Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Pro Rata Shares.

Voluntary Prepayments. The Each Borrower may, upon written notice delivered at its option, prepay the Loans made to the Administrative Agent such Borrower without premium or penalty, (and, x) in the case of prepayment of a Swingline LoanRevolving Loans and Swing Line Loans, the Swingline Lenderin full at any time or in part from time to time, and (y) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Individual Currency Loans, two (2) in full at any time or in part from time to time, in each case by notifying the Administrative Agent in writing at least three Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent)proposed prepayment date, identifying the Loans to be prepaid as Revolving Loans, Swing Line Loans or Individual Currency Loans and in specifying whether the case Loans to be prepaid consist of prepayment of ABR Advances, Core Currency Advances or Swing Line Negotiated Rate Advances, or a Swingline Loancombination thereof, not later than 12:00 noon, New York City time, on the amount to be prepaid and the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment . Such notice shall be irrevocable and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such noticespecified, together with accrued and unpaid interest to the date of such payment on the amount prepaid. Partial prepayments Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof in the case of Revolving Loans, the Swing Line Lender in the case of Swing Line Loans and the applicable Lender or Lenders in the case of Individual Currency Loans. Each partial prepayment of ABR Advances and Core Currency Advances pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans subsection shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 500,000 or an integral such amount plus a whole multiple of $1,000,000 100,000 in excess thereof and (b) or an amount in the aggregate principal applicable Alternate Currency having a Dollar Equivalent of approximately $500,000 or such amount plus a whole multiple of such Tranche of LIBOR Rate Loans then outstanding, as approximately $100,000 in excess thereof in the case may be; provided that no of a partial prepayment of any Tranche Alternate Core Currency Revolving Loans), or, if less, the outstanding principal balance thereof. Each partial prepayment of LIBOR Rate Individual Currency Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect and Swing Line Loans pursuant to the ABR Loans this subsection shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 100,000 or an integral such amount plus a whole multiple of $1,000,000 50,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $100,000 or such amount plus a whole multiple of approximately $50,000 in excess thereof in the case of a partial prepayment of Alternate Core Currency Swing Line Loans or Individual Currency Loans), or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Core Currency Advances which were made (iiwhether as the result of a borrowing or a conversion) on the aggregate same date and which had the same Interest Period, the outstanding principal amount of ABR Loans then outstanding, as such Core Currency Advances shall equal (subject to Section 3.2) $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Alternate Currency Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the case may beof a prepayment of Core Currency Advances in an Alternate Currency).

Voluntary Prepayments. The Borrower may, upon written notice delivered at its option, prepay the ABR Advances and Eurodollar Advances, in whole or in 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 by notifying the Administrative Agent (and, in writing 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 of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or date in the case of LIBOR Rate LoansLoans consisting of Eurodollar Advances, two (2) Business Days (specifying the Loans to be prepaid consisting of ABR Advances, Eurodollar Advances or such shorter or no notice as may a combination thereof, the amount to be satisfactory to the Administrative Agent), prepaid and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment . Such notice shall be irrevocable and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such noticespecified, together with accrued and unpaid interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender in respect thereof. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans ABR Advances and/or Eurodollar Advances shall be in an aggregate minimum principal amount equal to the lesser of (a) $5,000,000 1,000,000 or an integral such amount plus a whole multiple of $1,000,000 100,000 in excess thereof 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 (b) which had the aggregate same Interest Period, the outstanding principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans Eurodollar Advances shall be made in an aggregate principal amount equal at least (subject to the lesser of (iSection 2.3(c)) $5,000,000 1,000,000 or an integral such amount plus a whole multiple of $1,000,000 100,000 in excess thereof or (ii) thereof. Notwithstanding anything in this Agreement to the aggregate principal amount contrary, voluntary prepayments by the Borrower of ABR Loans then outstanding, as the case may beCompetitive Bid Advances are not permitted.

Voluntary Prepayments. The Borrower Company may, upon written or telephonic notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. on or prior to 12:00 Noon (New York City time) on the same date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time, prepay any Swing Line Loan on any Business Day (in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day’s prior written or telephonic notice, in the case of LIBOR Base Rate Loans, two (2) and three Business Days (Days’ prior written or such shorter or no notice as may be satisfactory to the Administrative Agent)telephonic notice, and in the case of prepayment of a Swingline LoanEurodollar Rate Loans, not later than in each case given to Administrative Agent by 12:00 noon, Noon (New York City time, ) on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaidprepaid of such prepayment, at any time and from time to time prepay the outstanding principal amounts of such Term Loans comprising part of the same Borrowing or Revolving Loans on any Business Day in whole or ratably in part, together with accrued interest to the date part in an aggregate minimum amount of such prepayment on the principal amount prepaid; provided, however, $1,000,000 and multiples of $500,000 in excess of that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7amount. Any such notice provided All written notices delivered pursuant to this Section 4.6 subsection 2.4B(i) shall be in 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 payment principal amount of the Loans specified in such notice shall be become due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may bespecified therein; provided that no partial prepayment if notice is given in connection with the refinancing of any Tranche the Loans with the proceeds of LIBOR Rate Loans may be made ifIndebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, after giving effect theretoin either case, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans such transaction does not close, such notice shall be made revocable and the amounts specified therein shall not be due and payable except for any amounts payable as a result thereof pursuant to subsection 2.6D. Any such voluntary prepayment shall be applied as specified in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may besubsection 2.4B(iv).

Voluntary Prepayments. The Borrower may, upon written or telephonic notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. on or prior to 12:00 Noon (New York City time) on the same date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time prepay any Swing Line Loan on any Business Day (in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Borrower may, upon not less than one Business Day’s prior written or telephonic notice, in the case of Base Rate Loans or Canadian Prime Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of LIBOR Rate Loans or BA Loans, two in each case given to Administrative Agent by 12:00 Noon (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, ) on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and required and, if given by telephone, promptly confirmed in writing to Administrative Agent (who shall promptly notify each Lender for the Loans to be prepaid), at any time and from time to time prepay the outstanding principal amounts of such any Loans comprising part of the same Borrowing on any Business Day in whole or ratably in partpart in an aggregate minimum amount of (a) for Term Loans, together with accrued interest to the date Dollar Equivalent of such prepayment on $2,500,000 and multiples of the principal Dollar Equivalent of $500,000 in excess of that amount prepaidand (b) for Revolving Loans, $1,000,000 and multiples of $500,000 in excess of that amount; provided, however, that losses incurred by (x) a LIBOR Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Borrower pays on such date of prepayment all amounts owing to Lenders under subsection 2.6D and (y) BA Loans may not be repaid on any Bank under Section 3.7 day other than the last day of an Interest Period applicable thereto; provided further that Borrower shall be payable permitted to defease any BA Loan by depositing with Administrative Agent an amount (as specified by Administrative Agent) sufficient to pay all amounts that will be due in respect to each of such BA Loan at the end of the Interest Period applicable thereto. Notice of prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 having been given as aforesaid shall be irrevocable, irrevocable and the payment principal amount of the Loans specified in such notice shall be become due and payable on the prepayment date described in specified therein. Any such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans voluntary prepayment shall be applied as specified in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may besubsection 2.4B(iv).

Voluntary Prepayments. The Borrower mayLoans may be repaid in whole or in part without premium or penalty (except, upon written in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 3.05); provided, that (i) notice delivered to thereof must be received by 11:00 a.m. by the Administrative Agent (andA) three Business Days prior to any date of prepayment of Eurodollar Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of a Swingline LoanLoans denominated in Special Notice Currencies) prior to any date of prepayment of Eurodollar Loans denominated in Alternative Currencies, the Swingline Lender) not later than 11:00 A.M. and (New York City timeC) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate of Base Rate Loans, and (ii) any such prepayment of Eurodollar Loans denominated in Dollars shall be in a minimum principal amount of the $1,000,000 and integral multiples of $500,000 in excess thereof, (iii) any prepayment and the of Eurodollar Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing denominated in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans Alternative Currencies shall be in an aggregate a minimum principal amount equal to the lesser of (a) $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof thereof, and (biv) the aggregate 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 Tranche notice of LIBOR Rate voluntary repayment hereunder shall be irrevocable and shall specify the date, currency and amount of prepayment and the Loans then outstandingand 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 Loans hereunder shall be accompanied by accrued interest thereon and breakage amounts, if any, under Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Revolving Loans of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages and to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beapplicable.

Voluntary Prepayments. The Term Loan may not be voluntarily prepaid prior to December 7, 2014 (other than pursuant to Section 2.03(c)). From and after December 7, 2014, subject to the payment of any prepayment premium as required under Section 2.03(d), the Borrower may, upon written notice delivered from the Borrower to the Administrative Agent (andAgent, voluntarily prepay the Obligations, in the case of prepayment of a Swingline Loanwhole or in part; provided, the Swingline Lenderthat, (i) such notice must be received not later than 11:00 A.M. a.m. three (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate and (ii) any such prepayment shall be in a minimum principal amount of $2,500,000 (or, if less, the prepayment entire principal amount thereof then outstanding). Each such notice shall specify the date and the Loans to be prepaid, prepay the outstanding principal amounts amount of such Loans comprising part of prepayment. If such notice is given by the same Borrowing in whole or ratably in partBorrower, together with accrued interest to the date of Borrower shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid (it being understood and agreed that if any prepayment is made on a day other than the last Business Day of a fiscal quarter, such prepayment shall be accompanied by, in such notice, together with addition to all accrued and unpaid interest on the amount prepaid, all interest that would have accrued on the amount prepaid had such prepayment been made on the last Business Day of the fiscal quarter in which such prepayment is made rather than the date upon which such prepayment was actually made), and the prepayment premium required under Section 2.03(d). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans Each such prepayment shall be in an aggregate principal amount equal applied first to all costs, expenses, indemnities and other amounts due and payable hereunder, then to payment of default interest, if any, then to payment of prepayment premium required by Section 2.03(d), then to payment of accrued interest and thereafter to the lesser payment of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of principal. Each such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may shall be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect applied to the ABR Loans shall be made of the Lenders in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be.accordance with their respective Applicable Percentages. *** Confidential Treatment Requested

Voluntary Prepayments. The Borrower may, upon written notice delivered All or any portion of the unpaid principal balance of any Reference Rate Loan may be prepaid at any time by a payment to the Administrative Agent of immediately available Dollars by the Borrower and all or any portion of the unpaid principal balance of any Libor Loan may be prepaid or paid to the Agent by a payment of immediately available Dollars on the Interest Adjustment Date for such Loan, upon, in the case of a Reference Rate Loan, one (1) Business Day prior telephonic, E-mail or telecopied notice promptly confirmed in writing from the Borrower to the Agent, and, in the case of prepayment of a Swingline Libor Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day applicable Interest Adjustment Date and upon three (or in the case of LIBOR Rate Loans, two (23) Business Days (prior telephonic or such shorter or no telecopied notice as may be satisfactory promptly confirmed in writing from the Borrower to the Administrative Agent), without premium or penalty; provided that all such payments and in prepayments of Libor Loans shall be accompanied by the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with interest accrued interest to the date of such prepayment on the principal amount prepaid; providedbeing paid or prepaid through the date of payment or prepayment, however, and provided further that losses incurred by any Bank under Section 3.7 shall be payable with respect to (i) each such partial payment or prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans principal of a Libor Loan shall be in an aggregate such amount so that each outstanding Libor Loan remains in a principal amount equal of at least $5,000,000 and, to the lesser of (a) $5,000,000 or extent in excess thereof, in an integral multiple of $1,000,000 in excess thereof 1,000,000, and (bii) the aggregate each such partial payment or prepayment of principal of a Reference Rate Loan shall be such amount so that each outstanding Reference Rate Loan remains in a principal amount of at least $2,500,000 or, to the extent in excess thereof, in integral multiples of $1,000,000. The Borrower's notice of payment or prepayment to the Agent shall designate whether such Tranche payment or prepayment is a payment or prepayment of LIBOR one or more Reference Rate Loans then outstanding, as the case may be; provided that no partial or Libor Loans. Any permitted voluntary prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to without premium or penalty other than the lesser of reimbursements provided for under Sections 2.10 (ie) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or and 2.10 (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bef).

Voluntary Prepayments. The Subject to the payment of any prepayment premium as required under Section 2.03(d) and any other fees or amounts payable hereunder at such time, the Borrower may, upon written notice delivered from the Borrower to the Administrative Agent (andAgent, voluntarily prepay the Loans, in the case of prepayment of a Swingline Loanwhole or in part; provided, the Swingline Lenderthat, (i) such notice must be received not later than 11:00 A.M. a.m. three (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment, (ii) before any such prepayment shall only be made on an Interest Payment Date (it being understood that the date requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of prepayment stating the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the prepayment entire principal amount thereof then outstanding). Each such notice shall specify the date and the Loans to be prepaid, prepay the outstanding principal amounts amount of such Loans comprising part of prepayment. If such notice is given by the same Borrowing in whole or ratably in partBorrower, together with accrued interest to the date of Borrower shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, any such notice of prepayment date described may indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the event such noticerefinancing or other transaction is not consummated, together with accrued and unpaid interest on the amount prepaidif so revoked, such prepayment shall not be due and payable. Partial prepayments Any prepayment pursuant to this Section 4.6 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (x) with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal such prepayment on or prior to [June 30, 2021], ratably to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and (by) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to any such prepayment after [June 30, 2021], ratably to the ABR Loans Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and to the principal repayment installments thereof on a pro rata basis. Each such prepayment shall be made in an aggregate principal amount equal applied to the lesser Loans of (i) $5,000,000 or an integral multiple the Lenders in accordance with their respective Applicable Percentages in respect of $1,000,000 in excess thereof or (ii) each of the aggregate principal amount of ABR Loans then outstanding, as the case may berelevant Facilities.

Voluntary Prepayments. The Borrower may, upon may at any time on at least five (5) days' prior written notice delivered by Borrower to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lenderi) not later than 11:00 A.M. (New York City time) on the same Business Day (voluntarily prepay all or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing Term Loans and/or (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in whole or ratably a minimum amount of $250,000 and integral multiples of $100,000 in part, together with accrued interest to the date excess of such prepayment amount and (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (x) $4,000,000 and (y) the L/C Sublimit. In addition, Borrower may at any time on at least ten (10) days' prior written notice by Borrower to Agent terminate the principal amount prepaidRevolving Loan Commitment; providedprovided that upon such termination, however, that losses incurred by any Bank under Section 3.7 all Loans and other Obligations shall be immediately due and payable with respect to each such prepayment in the manner set forth in Section 3.7full. Any such notice provided pursuant to this Section 4.6 shall voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be irrevocable, and accompanied by the payment amount specified 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 notice reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 permanently reduced or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstandingterminated, as the case may be; provided that no a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in Annex B). 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 any Tranche Term Loan made by or on behalf of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans Borrower shall be made applied to prepay the scheduled installments of such Term Loan in an aggregate principal amount equal to the lesser inverse order of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective maturities.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans12:00 p.m., two (2) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the any date of prepayment stating the aggregate principal amount of the and (ii) any prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to of at least the lesser of (aA) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (bB) the aggregate entire principal amount of such Tranche of LIBOR Rate the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the case may bedefinition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that no partial prepayment a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of any Tranche certain events, including the closing of LIBOR Rate Loans other credit facilities, in which case such notice may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect revoked by Borrower (by notice to Administrative Agent on or prior to the ABR Loans specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made in an aggregate principal amount equal to the lesser Administrative Agent for the ratable accounts of (i) $5,000,000 or an integral multiple the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of $1,000,000 such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beaccordance with Section 6.12.

Voluntary Prepayments. The Any Borrower Party may, upon written notice delivered delivery of a Repayment Notice to the Administrative Agent (and, in which may be conditioned upon the case of prepayment occurrence of a Swingline Loanfinancing or other event, the Swingline Lenderat any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (a) such Repayment Notice must be received by Administrative Agent not later than 11:00 A.M. a.m.: (New York City timei) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans; (ii) on the date of prepaymentprepayment of Base Rate Loans; and (iii) before four Business Days prior to the date of prepayment stating the aggregate of Loans denominated in Alternative Currencies; and (b) any prepayment of Loans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such Repayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such Repayment Notice, prepay and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender’s Applicable Percentage of such prepayment on the principal amount prepaid; providedprepayment. If such Repayment Notice is given by a Borrower Party, however, that losses incurred by any Bank under Section 3.7 such Borrower Party shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice Repayment Notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with accrued and unpaid interest on of a Loan shall be accompanied by (to the amount prepaid. Partial prepayments extent timely invoiced to the relevant Borrower) any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 4.05. Each such prepayment shall be in an aggregate principal amount equal applied to the lesser Obligations held by each Lender in accordance with its respective share of (athe Type(s) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may to be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may berepaid.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay L/C Borrowings in whole or in part, subject to Section 2.05(d), without premium or penalty; provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (a.m., New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days time (or such shorter or no notice as may be satisfactory other later time which is acceptable to the Administrative Agent), and in the case (A) three Business Days prior to any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurocurrency Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the principal amount prepaid; providedrelevant Facility). If such notice is given by the Borrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment date described in such notice, together with of a Eurocurrency Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Each prepayment of the outstanding Loans pursuant to this Section 4.6 with respect 2.05(a) shall be applied to any Tranche the Type(s) of LIBOR Rate Loan(s) in the manner as the Borrower shall direct, and each prepayment of Loans shall be in an aggregate principal amount equal paid to the lesser Lenders in accordance with their respective Applicable Percentages in respect of (a) $5,000,000 or an integral multiple each of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may berelevant Facilities.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) three Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, prepay and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender's Pro Rata Share of such prepayment on prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such noticeof a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on the amount prepaid. Partial prepayments any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 3.05. Each such prepayment shall be in an aggregate principal amount equal applied to the lesser Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Pro Rata Shares.

Voluntary Prepayments. The Borrower may, upon written notice delivered the delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans and/or the Term Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the Administrative Agent, (and, in A) such notice must be received by the case Administrative Agent not later than 10:00 a.m. three (3) Business Days prior to any date of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Eurodollar Rate Loans, two Loans and (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date prepayment of Base Rate Loans; provided further that if such notice of prepayment stating indicates that such prepayment is to be funded with the aggregate proceeds of a refinancing or is otherwise conditioned upon the effectiveness of one or more other events specified therein, such notice of prepayment may be revoked or deferred if the financing is not consummated or such other conditions are not satisfied (or if such financing or other conditions are delayed); (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Applicable Percentage of such prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect 3.05. Subject to any Tranche of LIBOR Rate Loans Section 2.15, each such prepayment shall be in an aggregate principal amount equal applied to the lesser Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Percentages.

Voluntary Prepayments. The Borrower Company may, upon written notice delivered delivery of a Notice of Prepayment to the Administrative Agent (and, or upon telephonic notice to Administrative Agent promptly confirmed in the case of prepayment writing by delivery of a Swingline LoanNotice of Prepayment, the Swingline Lender) not later than on or prior to 11:00 A.M. (New York City time) on the same date of prepayment, at any time and from time to time prepay any Swing Line Loan on any Business Day (in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day’s prior written notice by delivery of a Notice of Prepayment or telephonic notice promptly confirmed in writing by delivery of a Notice of Prepayment, in the case of LIBOR Base Rate Loans, two (2) and three Business Days (Days’ prior written notice by delivery of a Notice of Prepayment or such shorter or no telephonic notice as may be satisfactory to the Administrative Agent)promptly confirmed in writing by delivery of a Notice of Prepayment, and in the case of prepayment of a Swingline LoanEurodollar Rate Loans, not later than 12:00 noon, in each case given to Administrative Agent by 11:00 A.M. (New York City time, ) on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the required (who will promptly notify each Lender whose Loans are to be prepaid, prepay the outstanding principal amounts prepaid of such prepayment), at any time and from time to time prepay any Term Loans comprising part of the same Borrowing or Revolving Loans on any Business Day in whole or ratably in part, together with accrued interest to the date part in an aggregate minimum amount of such prepayment on the principal amount prepaid$1,000,000 and multiples of $100,000 in excess of that amount; provided, however, that losses incurred by any Bank under Section 3.7 shall a Eurodollar Rate Loan may only be payable with respect prepaid on the expiration of the Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to each such subsection 2.6D. Any written or telephonic notice of voluntary prepayment in the manner set forth in Section 3.7. Any such notice provided delivered pursuant to this Section 4.6 subsection 2.4B(i) shall be irrevocableirrevocable and once such Notice of Prepayment has been given as aforesaid, and the payment principal amount of the Loans specified in such notice shall be become due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may bespecified therein; provided that no partial prepayment a Notice of any Tranche Prepayment delivered by Company may state that such notice is conditioned upon the effectiveness of LIBOR Rate Loans other credit facilities, in which case such notice may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect revoked by Company (by notice to Administrative Agent on or prior to the ABR Loans specified effective date) if such condition is not satisfied. Any such voluntary prepayment shall be made applied as specified in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may besubsection 2.4B(iv).

Voluntary Prepayments. (i) The Borrower may, upon written notice delivered to the Administrative Agent at any time or from time to time, voluntarily prepay Loans in whole or in part without premium or penalty (andother than as set forth in this Section) if (a) such notice is received by the Administrative Agent not later than 12:00 p.m. three Business Days prior to any date of prepayment; and (b) any partial prepayment is in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice must specify the date and amount of such prepayment. The Administrative Agent shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Any prepayment of a Loan must be accompanied by (1) all accrued interest thereon, and (2) any amount owing pursuant to Section 3.05. No Lender may reject any voluntary prepayment pursuant to this Section 2.05(a). Notwithstanding the foregoing, in the event that, prior to the six-month anniversary of the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces all or any portion of the Loans with the incurrence by the Borrower or any Restricted Subsidiary of any debt financing having an applicable total yield that is less than the effective total yield of the Loans being repaid, refinanced, substituted or replaced or (y) effects any amendment of this Agreement resulting in the Loans having an applicable total yield that is less than the effective total yield of the Loans immediately prior to such amendment, then each Lender shall be paid (1) in the case of clause (x), a prepayment premium equal to 1.0% of a Swingline Loanthe aggregate principal amount of such Loans so repaid, the Swingline Lenderrefinanced, substituted or replaced and (2) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two clause (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agenty), and in the case a fee equal to 1.0% of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the applicable Loans outstanding immediately prior to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beamendment.

Voluntary Prepayments. The Reductions in Revolving Loan Commitments. --------------------------------------------------------------- Borrower may, upon may at any time on at least 5 days' prior written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lenderi) not later than 11:00 A.M. (New York City time) on the same Business Day (voluntarily prepay all or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing Term Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment, in whole or ratably each case, in partincrements of $5,000,000; provided that (A) the Revolving Loan Commitment shall not be -------- reduced to an amount less than $190,000,000, together and (B) after giving effect to such reductions, Borrower shall comply with accrued interest Section 1.3(b)(i). Borrower may at any ----------------- time on at least ten 10 days' prior written notice to Agent terminate the date of Revolving Loan Commitment, provided that upon such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 termination all Loans and -------- other Obligations shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be immediately due and payable on the prepayment date described in such notice, together with accrued full and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche all Letter of LIBOR Rate Loans Credit Obligations shall be cash collateralized or otherwise satisfied in an aggregate principal amount equal accordance with Annex B hereto. Any voluntary prepayment and any reduction or ------- termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any --------------- such reduction or termination of the Revolving Loan Commitment, Borrower's right to the lesser request Revolving Credit Advances, or request that Letter of (a) $5,000,000 Credit Obligations be incurred on its behalf, or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstandingrequest Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that no a permanent reduction of the Revolving Loan Commitment shall not -------- require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans Term -------- Loan shall be made applied to prepay the scheduled installments of the Term Loan in an aggregate principal amount equal to the lesser inverse order of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bematurity.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penalty; provided that (and, i) such notice must be in the case of prepayment form of a Swingline Loan, Notice of Loan Prepayment and be received by the Swingline Lender) Administrative Agent not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day three (or in the case of LIBOR Rate Loans, two (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of Five Million and No/100 Dollars ($5,000,000.00) or a whole multiple of One Million and No/100 Dollars ($1,000,000.00) in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) or a whole multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Applicable Percentage of the principal amount prepaid; providedapplicable Term Loan of such prepayment. If such notice is given by the Borrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment date described in such notice, together with of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 3.05. Each such prepayment shall be in an aggregate principal amount equal applied to the lesser Term Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon written notice delivered delivery of a Notice of Prepayment and/or Reduction / Termination of Commitments to the Administrative Agent Lender, at any time or from time to time, voluntarily prepay Delayed Draw Term Loans (andin whole or in part, in without premium or penalty, subject to Section 3.05), provided, that: (A) such notice must be received by the case of prepayment of a Swingline Loan, the Swingline Lender) Lender not later than 11:00 A.M. a.m. (New York City timeI) on the same at least three (3) Business Day (or in the case Days prior to any date of LIBOR prepayment of Eurodollar Rate Loans, two and (2II) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans; (B) before the date any such prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of Two Million Dollars ($2,000,000), or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. Subject to payment of breakage costs (if any) in accordance with Section 3.05, prepay any such notice delivered by the outstanding principal amounts Borrower may be conditioned upon the effectiveness of other transactions, in which case, such Loans comprising part of notice may be revoked or its effectiveness deferred by the same Borrowing in whole or ratably in part, together with accrued interest Borrower (by notice to the date of Lender on or prior to the specified effective date) if such condition is not satisfied. If such notice is given by the Borrower, the Borrower shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described specified therein, subject to any condition specified in such notice, together with . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be3.05.

Voluntary Prepayments. The Subject to payment of amounts due under Section 4.8, the Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day one (1) (or in the case of LIBOR Rate Loans, two three (23)) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Committed Loans to be prepaid, prepay the outstanding principal amounts of such Committed Loans comprising part of the same Committed Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that all such prepayments shall be made without premium or penalty thereon; and provided further that losses incurred by any Bank under Section 3.7 4.8 shall be payable with respect to each such prepayment in the manner set forth in Section 3.74.8. Any such notice provided pursuant to this Section 4.6 5.5 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 5.5 with respect to any Tranche of Committed LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof and or (b) the aggregate principal amount of such Tranche of Committed LIBOR Rate Loans then outstanding, as the case may be; provided that provided, that, no partial prepayment of any Tranche of Committed LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be.

Voluntary Prepayments. (i) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The Borrower mayapplicable Borrower, upon written notice delivered to or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 11:00 A.M. 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time) , on the same Business Day date of prepayment or (or in the case of LIBOR Rate Loans, two (2C) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City timeLocal Time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in Each such notice shall be due irrevocable and payable on shall specify the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of each Borrowing or portion thereof to be prepaid; provided that, (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders under the Revolving Facility, Tranche of LIBOR Rate Loans then outstandingA-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be; provided that no , of the contents thereof. Each partial prepayment of any Tranche of LIBOR Rate Loans may Borrowing shall be made if, after giving effect thereto, Section 2.3 in an amount that would be contravenedpermitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Partial prepayments Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing shall be applied against the remaining installments of principal due with respect to Term Loans under the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 Tranche A-1 Term Loan Facility or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstandingTranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. The Borrower may, upon written notice delivered to from the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory Company to the Administrative Agent), and at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the case of prepayment of a Swingline Loan, Administrative Agent not later than 12:00 noon, New York City time, noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the prepayment entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, prepay the outstanding principal amounts Company shall specify the Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Pro Rata Share of such prepayment. If such notice is given by the principal amount prepaid; providedCompany, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such noticeof a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on the amount prepaid. Partial prepayments any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 3.05. Each such prepayment shall be in an aggregate principal amount equal applied to the lesser applicable Committed Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Pro Rata Shares thereof.

Voluntary Prepayments. The Borrower mayBorrowers shall have the right to prepay Loans, upon written notice delivered without premium or penalty (except as provided below), in whole or in part from time to time on or after the second anniversary of the Signing Date on the following terms and conditions: (a) the Company shall give the Administrative Agent and at the Administrative Agent’s Office written notice (and, or telephonic notice promptly confirmed in the case writing) of prepayment of a Swingline Loanits intent to make such prepayment, the Swingline Lender) not later than 11:00 A.M. amount of such prepayment and (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentspecific Borrowing(s) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay which notice shall be given by the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest Company no later than 10:00 a.m. two Business Days prior to the date of such prepayment on and shall promptly be transmitted by the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect Administrative Agent to each such of the Lenders; (b) each partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to of any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) at least $5,000,000 or and each partial prepayment of ABR Loans shall be in an integral multiple of $1,000,000 and in excess thereof or (ii) the an aggregate principal amount of ABR Loans at least $1,000,000 or, in each case, if less, the entire principal amount thereof then outstanding, and any prepayment of 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 Borrowers with the applicable provisions of Section 2.11. Each prepayment pursuant to this Section 5.1 shall be (a) applied to such Loans as the case Company may be.specify and (b) applied to reduce such Loan Repayment Amounts as the Company may specify. At the Company’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender. In the event that, a Borrower makes any voluntary prepayment of Loans on or after the Second Anniversary of the Signing Date (pursuant to Section 5.1), the Borrowers shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium as follows:

Voluntary Prepayments. The Borrower mayshall have the right at any time and from time to time to prepay any Borrowing in whole or in part, upon written subject to prior notice delivered to as follows: the Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 A.M. a.m., Chicago, Illinois time, three Business Days before the date of prepayment, (New York City timeii) on the same Business Day (or in the case of LIBOR Rate Loansprepayment of an ABR Revolving Borrowing, two not later than 11:00 a.m., Chicago, Illinois time, on the date of prepayment or (2iii) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon4:00 p.m., New York City Chicago, Illinois time, on the date of prepayment) before . Each such notice shall be irrevocable and shall specify the prepayment date of prepayment stating and the aggregate principal amount of the prepayment and the Loans each Borrowing or portion thereof to be prepaid; provided that, prepay if a notice of prepayment is given in connection with a conditional notice of termination of the outstanding principal amounts Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such Loans comprising part notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in whole or ratably in part, together with the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred extent required by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be2.13.

Voluntary Prepayments. The Borrower may, upon written notice delivered from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City time1) on the same three Business Day (or in the case Days prior to any date of LIBOR prepayment of Eurodollar Rate Loans, two Loans and (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans; (B) before the date any such prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, if any Incremental Term Loan is outstanding, whether such prepayment is to be applied to the Term Loan or any Incremental Term Loan(s), and if more than one Type of Loan is outstanding, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Applicable Percentage of such prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 3.05. Each such prepayment shall be applied to the remaining principal amortization payments of such Loans as directed by the Borrower and to the applicable Lenders holding such Loans in accordance with respect to any Tranche their respective Applicable Percentages. If no such direction is provided by the Borrower, each such prepayment of LIBOR Rate the Loans shall be applied pro rata among all outstanding Loans in an aggregate principal amount equal to the lesser direct order of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bematurity.

Voluntary Prepayments. (i) The Borrower maymay at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon written irrevocable (subject to Section 2.11(a)(ii)) notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not no later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noonA.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16 on the date of prepayment) before the date . Upon receipt of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 the Administrative Agent shall be irrevocablepromptly notify each relevant Lender thereof. If any such notice is given, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such noticespecified therein, together with (except in the case of Loans that are ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the event of a prepayment in full of the Construction Loans, the Term Loans, the Revolving Loans, and the Revolving L/C Loans, an amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate outstanding principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bebeing prepaid).

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; but with accrued interest thereon and any amounts due under Section 3.5, provided that (i) such notice must be received by Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) three Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Committed Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on the principal amount prepaid; providedLender’s Pro Rata Share of such prepayment. If such notice is given by Borrower, however, that losses incurred by any Bank under Section 3.7 Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such noticeof a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on the amount prepaid. Partial prepayments any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 3.5. Each such prepayment shall be in an aggregate principal amount equal applied to the lesser Committed Loans of (a) $5,000,000 or an integral multiple of $1,000,000 Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Pro Rata Shares.

Voluntary Prepayments. The Borrower may, upon written notice delivered (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative Agent (anda “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) in the case of a prepayment of a Swingline LoanDelayed Draw Loans, the Swingline Lenderapplicable Prepayment Amount, if any, for such Delayed Draw Loans being prepaid and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter or no notice period as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment Agent and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such Lenders may agree) and (ii) any prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be either (A) in an aggregate principal amount equal to the lesser of (a) at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof or (iiB) the aggregate entire principal amount of ABR the Loans then outstanding. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the amount of principal being prepaid, whether the Loans being prepaid are Initial Loans, Delayed Draw Loans or Additional Loans, and, in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which case such notice may bebe revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment.

Voluntary Prepayments. (a) The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Term B Loans and Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City time1) on the same three Business Day (or in the case Days prior to any date of LIBOR Rate Loans, two prepayment of Eurodollar Loans and (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans; (B) before the date any prepayment of prepayment stating the aggregate Eurodollar Loans or Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice of prepayment delivered pursuant to this Section 2.05 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each affected Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the principal amount prepaid; providedrelevant Facility). If such notice is given by the Borrower and not withdrawn, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurodollar Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. Partial prepayments Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility. Each prepayment of Term B Loans pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.05 shall be in an aggregate principal amount equal applied to the lesser remaining scheduled installments of Term B Loans to be made pursuant to Section 2.07(a) pro rata (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) based on the aggregate principal amount then remaining amounts of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beremaining installments).

Voluntary Prepayments. The Borrower mayCompany shall have the right voluntarily to prepay Revolving Loans and Term Loans in whole or in part from time to time, upon subject to SECTION 3.05 but otherwise without premium or penalty; PROVIDED, HOWEVER, that (i) each partial prepayment of Revolving Loans and Term Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Eurodollar Loans, and $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans and (ii) the Company shall have given prior written or telecopy notice delivered (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent (Agent, in the case of any Revolving Loan which is a Base Rate Loan by 11:00 A.M. on the date of prepayment and, in the case of prepayment of a Swingline any other Loan, by 11:00 A.M., at least three Business Days prior to the Swingline Lender) not later than 11:00 A.M. (New York City time) on date of prepayment. Each notice of prepayment shall specify the same Business Day (prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid is a Revolving Loan, Term B Closing Date Loan or Term B Delayed Draw Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of LIBOR Rate a Eurodollar Loan, the Interest Period of such Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's pro-rata share, if any, thereof. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable as specified therein. Subject to the foregoing, amounts prepaid under this SECTION 2.09(a) shall be applied as the Company may elect; PROVIDED that if the Company fails to specify the application of a voluntary prepayment, then such prepayment shall be applied first to Revolving Loans, two then to Swing Line Loans, then ratably to the Term B Closing Date Loans and the Term B Delayed Draw Loans, in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period. All prepayments of Eurodollar Loans under this SECTION 2.09(a) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment, together with any additional amounts required pursuant to SECTION 3.05. The Company may, upon notice to the Swing Line Lender (2) Business Days (or such shorter or no notice as may be satisfactory with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing line Loans in whole or in part without premium or penalty; PROVIDED that (i) such notice must be received by the Swing Line Lender and in the case of prepayment of a Swingline Loan, Administrative Agent not later than 12:00 noon, New York City time, 1:00 P.M. on the date of the prepayment, and (ii) before the date of any such prepayment stating the aggregate shall be in a minimum principal amount of $100,000. Each such notice shall specify the prepayment date and the Loans to be prepaid, prepay the outstanding principal amounts amount of such Loans comprising part of prepayment. If such notice is given by the same Borrowing in whole or ratably in partCompany, together with accrued interest to the date of Company shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bespecified therein.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) three Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Eurodollar Rate Loans shall be in an aggregate a principal amount equal to the lesser of (a) $5,000,000 3,000,000 or an integral a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and (b) the aggregate principal amount of such Tranche prepayment and the Type(s) of LIBOR Loans to be prepaid and, if Eurodollar Rate Loans then outstandingare to be prepaid, as the case may be; provided that no partial Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If the Borrower gives notice of voluntary prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Administrative Agent, the Borrower shall pay all accrued interest, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. If such notice is given by the Borrower and such prepayment is not made on the date stipulated in the notice, the applicable Loans shall be made in an aggregate principal amount equal automatically converted to Base Rate Loans on such date, and the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case Borrower shall pay all accrued interest and any additional amounts required pursuant to Section 3.05. Amounts repaid may benot be reborrowed.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the After giving Administrative Agent (anda Notice of Prepayment, Borrower may voluntarily prepay all or any part of the Principal Debt from time to time and at any time, in whole or in part, without premium or penalty; provided that: (i) such notice must be received by Administrative Agent by 11:00 a.m. on (A) the case third (3rd) Business Day preceding the date of prepayment of a Swingline LoanEurodollar Borrowing, the Swingline Lenderand (B) not later than 11:00 A.M. one (New York City time1) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of a prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Prime Rate Borrowing; (ii) each such partial prepayment must be in the amount of $5,000,000 or a greater integral multiple of $1,000,000 (whether a Eurodollar Borrowing or a Prime Rate Borrowing); (iii) all accrued interest on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to Principal Debt being prepaid must also be prepaidpaid in full, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on if such voluntary prepayment is a prepayment of all outstanding Principal Debt and a termination of all Commitments under this Agreement or if the principal amount prepaidPrincipal Debt being prepaid is a Eurodollar Borrowing; provided, however, that losses incurred by and (iv) Borrower shall pay any Bank under Section 3.7 related Consequential Loss (for any Eurodollar Borrowing) within ten (10) days after demand therefor. Each Notice of Prepayment shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on specify the prepayment date described in and the Type of Borrowing(s) and amount(s) of such notice, together with accrued Borrowing(s) to be prepaid and unpaid interest shall constitute a binding obligation of Borrower to make a prepayment on the amount prepaiddate stated therein. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche Administrative Agent shall promptly notify each Lender of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser contents of (a) $5,000,000 or an integral multiple each Notice of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bePrepayment upon its receipt.

Voluntary Prepayments. (i) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The Borrower mayapplicable Borrower, upon written notice delivered to or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 11:00 A.M. 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time) , on the same Business Day date of prepayment or (or in the case of LIBOR Rate Loans, two (2C) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City timeLocal Time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in Each such notice shall be due irrevocable and payable on shall specify the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of each Borrowing or portion thereof to be prepaid; provided that, (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche of LIBOR Rate Loans then outstandingA-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be; provided that no , of the contents thereof. Each partial prepayment of any Tranche of LIBOR Rate Loans may Borrowing shall be made if, after giving effect thereto, Section 2.3 in an amount that would be contravenedpermitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Partial prepayments Each prepayment of a 2021 Revolving Borrowing shall be applied ratably to the 2021 Revolving Loans included in the prepaid Borrowing. Each prepayment of a 2023 Revolving Borrowing shall be applied ratably to the 2023 Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing under this Section 2.11(a) shall be applied against the remaining installments of principal due with respect to Term Loans under the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 Tranche A-1 Term Loan Facility or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstandingTranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. The Borrower Subject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Issuer may, upon written notice delivered from the Issuer to the Administrative Agent (andAgent, voluntarily prepay the Notes, in the case of prepayment of a Swingline Loanwhole or in part; provided, the Swingline Lenderthat, (i) such notice must be received not later than 11:00 A.M. a.m. three (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the prepayment entire principal amount thereof then outstanding). Each such notice shall specify the date and the Loans to be prepaid, prepay the outstanding principal amounts amount of such Loans comprising part of prepayment. If such notice is given by the same Borrowing in whole or ratably in partIssuer, together with accrued interest to the date of Issuer shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Notes prepaid, (y) the repayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (x) with respect to any such prepayment on or prior to March 31, 2024, first, to outstanding Third Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal Notes (if any), second, to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof outstanding Second Tranche Notes, and third, to outstanding First Tranche Notes and (by) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to any such prepayment after March 31, 2024, first, to outstanding Third Tranche Notes (if any), second, to the ABR Loans outstanding Second Tranche Notes, and third, to outstanding First Tranche Notes and to the principal repayment installments of each thereof on a pro rata basis. Each such prepayment shall be made in an aggregate principal amount equal applied to the lesser Notes of (i) $5,000,000 or an integral multiple the Purchasers in accordance with their respective Applicable Percentages in respect of $1,000,000 in excess thereof or (ii) each of the aggregate principal amount of ABR Loans then outstanding, as the case may berelevant Tranches.

Voluntary Prepayments. The (i) Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Working Capital Loans in whole or in part without premium or penalty; provided that: (A) such notice must be received by Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m.: (New York City time1) on the same three Business Day (or in the case Days prior to any date of LIBOR prepayment of Working Capital Loans that are Eurodollar Rate Loans, two ; and (2) one Business Days (or such shorter or no notice as may be satisfactory Day prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate of Working Capital Loans that are Base Rate Loans; and (B) any prepayment of any Working Capital Loans of a given Type shall be in a principal amount of $1,000,000.00 or a whole multiple of $500,000.00 in excess thereof for Eurodollar Rate Loans and $500,000.00 or a whole multiple of $100,000.00 in excess thereof for Base Rate Loans, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Working Capital Loans to be prepaid, prepay . Administrative Agent will promptly notify each Working Capital Lender of its receipt of each such notice and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in partLender’s Working Capital Percentage Share thereof. If Borrower gives such notice, together with accrued interest to the date of such then Borrower’s prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 obligation shall be irrevocable, and Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Working Capital Loan that is a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 3.05. Each such prepayment shall be in an aggregate principal amount equal applied to the lesser Working Capital Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Working Capital Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Working Capital Percentage Shares.

Voluntary Prepayments. The Any Borrower Party may, upon written delivery of a Prepayment Notice to Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (a) with respect to Swingline Loans, the principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the next succeeding Business Day; and (b) with respect to any other Loan, such notice delivered to the must be received by Administrative Agent not later than: (and, in the case A) 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of a Swingline Loanany Loans accruing interest at the Eurocurrency Rate, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of Floating LIBOR Rate Loans, two or the CP Rate; and (2ii) five (5) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating of Loans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any date of prepayment of any Loans accruing interest at the aggregate Base Rate; and (ii) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the prepayment entire principal amount thereof then outstanding. Each such Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such notice, prepay and of the outstanding principal amounts amount of its Lender Group’s Repayment Percentage of such Loans comprising part of the same Borrowing in whole or ratably in partprepayment. If such notice is given by a Borrower Party, together with accrued interest to the date of such Borrower Party shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaidspecified therein. Partial prepayments With respect to any Loan prepaid pursuant to this Section 4.6 3.05, all accrued interest thereon shall be paid in accordance with Section 3.02(b) and any additional amounts required pursuant to Section 4 with respect to any Tranche of LIBOR Rate Loans thereto shall be in promptly paid following receipt of an aggregate principal amount equal accurate and correct invoice for such amounts. Subject to Section 2.15, each such prepayment shall be applied to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 Principal Obligation held by each Lender in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beits applicable Repayment Percentage.

Voluntary Prepayments. The (a) At any time and from time to time, each Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate may prepay its Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on prepayment, without premium or penalty (except as provided in clause (iii) below), upon written notice given to the principal amount prepaid; providedAdministrative Agent not later than 11:00 a.m., howeverCharlotte time, that losses incurred by any Bank under Section 3.7 shall be payable with respect three (3) Business Days prior to each such intended prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans Loans; provided that (i) each partial prepayment shall be in an aggregate a principal amount equal of $1,000,000 or an integral multiple of $500,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the lesser aggregate outstanding principal amount of (a) the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof thereof, and (biii) unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of a LIBOR 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 such Tranche the Loans to be prepaid (and, in the case of LIBOR Rate Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind such Borrower to make such prepayment on the terms specified therein. Loans then outstandingprepaid pursuant to this Section 2.7(a) may be reborrowed, as subject to the case may beterms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Tranche 1 Lenders; provided that if such notice has also been furnished to the Tranche 1 Lenders, the Administrative Agent shall have no partial prepayment of any obligation to notify the Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments 1 Lenders with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bethereto.

Voluntary Prepayments. The Borrower may, upon written notice delivered (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative Agent (anda “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the case sum of prepayment (x) the aggregate principal amount of a Swingline Loanthe Loans being prepaid and (y) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Swingline Lender) Administrative Agent not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter or no notice period as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment Agent and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such Lenders may agree) and (ii) any prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be either (A) in an aggregate principal amount equal to the lesser of (a) at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof or (iiB) the aggregate entire principal amount of ABR such Type of Loans then outstandingoutstanding and being prepaid. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, as the amount of principal being prepaid, whether the Loans being prepaid are Initial Loans, Revolving Loans or Additional Loans. The Borrower shall make such prepayment, together with all accrued interest thereon and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which case such notice may bebe revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the applicable Lenders of the Type or Types of Loans being prepaid. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment with respect to the relevant Type of Loans being prepaid.

Voluntary Prepayments. (a) The Borrower may, upon written notice delivered from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loan in whole or in part without premium or penalty (other than as set forth in clause (b) below); provided that (A) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City time1) on the same three Business Day (or in the case Days prior to any date of LIBOR prepayment of Term SOFR Rate Loans, two Loans and (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans and Daily Simple SOFR Rate Loans; (B) before the date any such prepayment of prepayment stating the aggregate Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of Daily Simple SOFR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, prepay and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender’s Applicable Percentage of such prepayment on prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Term SOFR Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect 3.05. Subject to any Tranche of LIBOR Rate Loans Section 2.15, each such prepayment shall be in an aggregate principal amount equal applied to the lesser applicable Term Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Percentages.

Voluntary Prepayments. The Subject to the payment of any prepayment premium as required under Section 2.03(d) and any other fees or amounts payable hereunder at such time, the Borrower may, upon written notice delivered from the Borrower to the Administrative Agent (andAgent, voluntarily prepay the Loans, in the case of prepayment of a Swingline Loanwhole or in part; provided, the Swingline Lenderthat, (i) such notice must be received not later than 11:00 A.M. a.m. three (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment, (ii) before any such prepayment shall only be made on an Interest Payment Date (it being understood that the date requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of prepayment stating the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the prepayment entire principal amount thereof then outstanding). Each such notice shall specify the date and the Loans to be prepaid, prepay the outstanding principal amounts amount of such Loans comprising part of prepayment. If such notice is given by the same Borrowing in whole or ratably in partBorrower, together with accrued interest to the date of Borrower shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, any such notice of prepayment date described may indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the event such noticerefinancing or other transaction is not consummated, together with accrued and unpaid interest on the amount prepaidif so revoked, such prepayment shall not be due and payable. Partial prepayments Any prepayment pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.03(a) shall be in an aggregate principal amount equal to accompanied by (x) all accrued interest on the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may shall be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect applied ratably to the ABR Loans Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility, the Term B-4 Facility and the Term C Facility. Each such prepayment shall be made in an aggregate principal amount equal applied to the lesser Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be.b)

Voluntary Prepayments. The Borrower may, upon written delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penalty; provided that (A) such notice delivered must be in a form acceptable to the Administrative Agent (and, in and be received by the case of prepayment of a Swingline Loan, the Swingline Lender) Administrative Agent not later than 11:00 A.M. a.m. (New York City time1) on the same three Business Day (or in the case Days prior to any date of LIBOR prepayment of Eurodollar Rate Loans, two Loans and (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans; (B) before the date any such prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Applicable Percentage of such prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect 3.05. Subject to any Tranche of LIBOR Rate Loans Section 2.15, each such prepayment shall be in an aggregate principal amount equal applied to the lesser Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Percentages.

Voluntary Prepayments. The Borrower mayshall have the right voluntarily to prepay Loans in whole or in part from time to time, upon subject to Section 3.05, in the case of Eurocurrency Loans, but otherwise without premium or penalty; provided, however, that (i) each partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, in the case of Domestic Revolving Loans and Term Loans, (ii) the Borrower shall have given prior written or telecopy notice delivered (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent (A) in the case of any Revolving Loan which is a Base Rate Loan, by 12:00 Noon, on the date of prepayment, and (B) in the case of any other Loan, by 12:00 Noon at least two Business Days prior to the date of prepayment and (iii) voluntary prepayments of Term Loans under this Section 2.09(a) shall be applied ratably to the Principal Amortization Payments thereof. Each notice of prepayment shall specify the prepayment date, the principal amount remaining (in the relevant currency) and Dollar Amount (if applicable) to be prepaid, whether the Loan to be prepaid is a Domestic Revolving Loan, Multi-Currency Revolving Loan or Term B Loan, the currency of the Loan to be prepaid, whether the Loan to be prepaid is a Eurocurrency Loan or a Base Rate Loan and, in the case of prepayment of a Swingline Eurocurrency Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) Interest Period of such Loan. Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount, and on the same Business Day date, stated therein. Subject to the foregoing, amounts prepaid under this Section 2.09(a) shall be applied as the Borrower may elect; provided that if the Borrower fails to specify the application of a voluntary prepayment, then such prepayment shall be applied first to Domestic Revolving Loans to the full extent thereof (or without a permanent reduction in the case of LIBOR Rate LoansRevolving Committed Amount), two (2) Business Days (or such shorter or no notice as may be satisfactory then to the Administrative AgentMulti-Currency Revolving Loans to the final extent thereof (without a permanent reduction in the Multi-Currency Revolving Committed Amount), then to Term B Loans (ratably to the remaining Principal Amortization Payments thereof), in each case first to Base Rate Loans and then to Eurocurrency Loans of the applicable Class in the case direct order of prepayment Interest Period maturity. All prepayments of a Swingline Loan, not later than 12:00 noon, New York City time, Eurocurrency Loans under this Section 2.09(a) shall be accompanied by accrued interest on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest being prepaid to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bepayment.

Voluntary Prepayments. The Borrower mayshall have the right to prepay Loans in whole or in part from time to time, upon subject to Section 3.11 but otherwise without premium or penalty; provided that (i) each partial prepayment of Loans shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof, (ii) the Borrower shall have given prior written or telecopy notice delivered (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent Agent, in the case of any Revolving Loan which is a Base Rate Loan or any Swingline Loan, by 12:00 noon (local time in Charlotte, North Carolina), on the date of prepayment and, in the case of prepayment of a Swingline any other Loan, the Swingline Lender) not later than 11:00 A.M. by 12:00 noon (New York City time) local time on the same Business Day (or in the case of LIBOR Rate LoansCharlotte, two (2) North Carolina), at least three Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount and (iii) voluntary prepayments of the prepayment and the Term Loans to under this Section 3.03(a) shall be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or applied ratably in part, together with accrued interest to the date of such prepayment on Tranche A Term Loans or the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstandingB Term Loans, as the case may bebe (in each case ratably to the remaining Principal Quarterly Amortization Payments thereof). Each notice of prepayment shall specify the prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid is a Revolving Loan, Tranche A Term Loan, Tranche B Term Loan, Swingline Loan or Incremental Facility Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount stated therein on the date stated therein. Subject to the foregoing, amounts prepaid under this Section 3.03(a) shall be applied as the Borrower may elect; provided that no partial if the Borrower fails to specify the application of a voluntary prepayment then such prepayment shall be applied first to Revolving Loans, then to Swingline Loans and then to the Tranche A Term Loans or the Tranche B Term Loans, as the case may be (in each case ratably to the remaining Principal Quarterly Amortization Payments thereof), in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period. All prepayments under this Section 3.03(a) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. Notwithstanding the foregoing, the Borrower may elect to cause all or a portion of any such prepayment of the Term Loans to be applied in direct order of maturity so long as, at the time of any Tranche such prepayment applied in direct order of LIBOR Rate Loans may be made if, maturity and after giving effect thereto, no more than the next eight Principal Quarterly Amortization Payments of the Tranche A Term Loans due under Section 2.3 would be contravened. Partial prepayments with respect to 2.03(e) and the ABR Tranche B Term Loans shall be made in an aggregate principal amount equal to the lesser of (idue under Section 2.04(e)(i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or and (ii) the aggregate principal amount of ABR Loans then outstandingcollectively as applicable, as the case may behave been prepaid.

Voluntary Prepayments. The Borrower may, upon written notice delivered from the Borrower to the Administrative Agent (and, in pursuant to delivery to the case of prepayment Administrative Agent of a Swingline LoanNotice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans and/or the Swingline LenderTerm Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two a.m. (2) two Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (2) on the date of prepaymentprepayment of Base Rate Loans, (B) before the date any such prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Applicable Percentage of such prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect 3.05. Subject to any Tranche of LIBOR Rate Loans Section 2.15, each such prepayment shall be in an aggregate principal amount equal applied to the lesser Loans of (a) $5,000,000 or an integral multiple of $1,000,000 the Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Percentages.

Voluntary Prepayments. The Borrower Borrowers may, upon written notice delivered providing an Optional Prepayment Notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Loans in whole or in part without premium or penalty except as set forth in Sections 2.05(a)(iii) below; provided that (1) such notice must be received by the Administrative Agent not later than (and, in the case A) 12:00 p.m. (New York City time) three Business Days prior to any date of prepayment of a Swingline Loan, the Swingline LenderEurocurrency Rate Loan or Alternative Currency Loans and (B) not later than 11:00 A.M. a.m. (New York City time) on the same Business Day (or in the case date of LIBOR prepayment of Base Rate Loans, two (2) Business Days Loans (or such shorter or no notice period as may be satisfactory to the Administrative AgentAgent shall agree), and in the case of ; (2) any prepayment of Eurocurrency Rate Loans or Alternative Currency Loans shall be (x) in a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of $3,000,000 (or the equivalent Dollar Amount), or (y) a whole multiple of $1,000,000 (or the equivalent Dollar Amount) in excess thereof; and (3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $1,000,000, or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment, the Tranche of Loans to be prepaid, prepay the outstanding principal amounts Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans comprising part (except that if the class of Loans to be prepaid includes both Base Rate Loans or Alternative Currency Loans and Eurocurrency Rate Loans, absent direction by the same Borrowing in whole Borrowers, the applicable prepayment shall be applied first to Base Rate Loans or ratably in part, together with accrued interest Alternative Currency Daily Rate Loans to the date full extent thereof before application to Eurocurrency Rate Loans and Alternative Currency Term Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under pursuant to Section 3.7 shall be payable with respect to 3.06). The Administrative Agent will promptly notify each Lender of its receipt of each such Optional Prepayment Notice, and of the amount of such Lender’s ratable portion of such prepayment in (based on such Lender’s ratable share of the manner set forth in Section 3.7relevant Facility). Any If such notice provided pursuant Optional Prepayment Notice is given by the Borrowers, subject to this Section 4.6 clause (ii) below, the Borrowers shall be irrevocable, make such prepayment and the payment amount specified in such notice Optional Prepayment Notice shall be due and payable on the date specified therein. Any prepayment date described in such noticeof a Eurocurrency Rate Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest thereon, together with accrued any additional amounts required pursuant to Section 2.05(a)(iii) and unpaid Section 3.06. Each prepayment of the principal of, and interest on on, any Revolving Credit Loans denominated in an Alternative Currency, shall be made in the amount prepaidrelevant Alternative Currency. Partial prepayments Subject to Section 2.17, each prepayment of outstanding Term Loan Tranches pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.05(a) shall be in an aggregate principal amount equal applied to the lesser Term Loan Tranche or Term Loan Tranches designated on such Optional Prepayment Notice on a pro rata basis among the Term Lenders within such Term Loan Tranche. Subject to Section 2.17, each prepayment of (aan outstanding Term Loan Tranche pursuant to this Section 2.05(a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) shall be applied to the aggregate principal amount remaining amortization payments of such Term Loan Tranche as directed by the Borrowers (or, if the Borrowers have not made such designation, in direct order of LIBOR Rate Loans then outstandingmaturity), as the case may be; provided that no partial prepayment of but, in any Tranche of LIBOR Rate Loans may be made ifevent, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect on a pro rata basis to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beLenders within such Term Loan Tranche.

Voluntary Prepayments. The Borrower Subject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Issuer may, upon written notice delivered from the Issuer to the Administrative Agent (andAgent, voluntarily prepay the Notes, in the case of prepayment of a Swingline Loanwhole or in part; provided, the Swingline Lenderthat, (i) such notice must be received not later than 11:00 A.M. a.m. three (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the prepayment entire principal amount thereof then outstanding). Each such notice shall specify the date and the Loans to be prepaid, prepay the outstanding principal amounts amount of such Loans comprising part of prepayment. If such notice is given by the same Borrowing in whole or ratably in partIssuer, together with accrued interest to the date of Issuer shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Notes prepaid, (y) the repayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (x) with respect to any such prepayment on or prior to March 31, 2024, first, to outstanding Second Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal Notes (if any) and second, to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof outstanding First Tranche Notes and (by) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to any such prepayment after March 31, 2024, first, to outstanding Second Tranche Notes (if any) and second, to outstanding First Tranche Notes and to the ABR Loans principal repayment installments of each thereof in the inverse order of maturity. Each such prepayment shall be made in an aggregate principal amount equal applied to the lesser Notes of (i) $5,000,000 or an integral multiple the Purchasers in accordance with their respective Applicable Percentages in respect of $1,000,000 in excess thereof or (ii) each of the aggregate principal amount of ABR Loans then outstanding, as the case may berelevant Tranches.

Voluntary Prepayments. The Borrower mayExcept if an Event of Default exists, upon subject to the Collateral Agency and Intercreditor Agreement and Section 4.4 of this Agreement, the Issuers may prepay all or a portion of the Notes at any time without penalty or premium; except as provided in Section 4.2.1; provided that no Last Out Notes shall be prepaid in cash prior to the First Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of the Notes may be made without the consent of all of the Purchasers holding First Out Notes. For any prepayment pursuant to this Section 4.3.2: (a) until repayment of the First Out Obligations in full, Issuer Representative shall provide written notice delivered to Notes Agent and each Purchaser of its election to prepay the Notes (x) prior to the Administrative Agent (and, in the case of prepayment signing of a Swingline Loandefinitive merger agreement for a Qualified SPAC Merger, the Swingline Lenderat least thirty (30) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory days prior to the Administrative Agent)date of such prepayment, and in or (y) after the case of prepayment signing of a Swingline Loandefinitive merger agreement for a Qualified SPAC Merger, not later than 12:00 noon, New York City timeat least sixty (60) days prior to the date of such prepayment which notice shall specify the date of the proposed prepayment (the “Prepayment Date”); and (b) Issuer Representative shall pay, on the date Prepayment Date (i) the outstanding principal amount of prepaymentthe First Out Notes (including the Contingent Value Rights Payment) before to be prepaid together with all accrued and unpaid interest thereon; (ii) (A) solely with respect to a voluntary prepayment of the date Last Out Notes following receipt of prepayment stating consent of the Majority Purchasers if the First Out Obligations have not been paid in full, the Payment Premium with respect to the aggregate principal amount of the prepayment Last Out Notes being prepaid; and (iii) all other sums, if any, that shall have become due and payable hereunder with respect to this Agreement, the Notes to be prepaid and the Loans other Note Documents; the receipt of such amounts shall be deemed Payment in Full for any and all amounts due under the Notes to be prepaid. At any time during the 30 or 60-day notice period (as applicable) prior to the Prepayment Date, prepay any or all holders of any FF Ventures First Out Notes may provide the outstanding principal amounts Issuers with notice of such Loans comprising part of the same Borrowing in whole or ratably in partholders’ intention to convert such FF Ventures First Out Notes pursuant to Section 4.3.3(c), together with accrued interest and any FF Ventures First Out Notes for which such notice is delivered to the date of such Issuers prior to the Prepayment Date shall not be subject to prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 and shall be payable converted to SPAC Conversion Shares in accordance with respect to each Section 4.3.3(c) and upon such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 conversion, shall be irrevocable, and the payment amount specified deemed Paid in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beFull.

Voluntary Prepayments. The Borrower, on not less than ten (10) Business Days' prior notice to Administrative Agent, may prepay the Principal Amount, in whole or in part, without premium or penalty, provided that Borrower maygives a notice of such prepayment which shall specify: (i) the date and amount of the prepayment; (ii) whether the prepayment is of LIBOR Loans, upon written notice delivered to the Administrative Agent (Base Rate Loans or a combination thereof, and, if a combination thereof, the amount allocable to each; and (iii) in the case of prepayment of a Swingline LoanLIBOR Loans, the Swingline Lenderexpiration date of the applicable Interest Period. Prepayment of all or any portion of the Principal Amount may be made in accordance with this Section provided that: (i) the principal amount prepaid is not later less than 11:00 A.M. (New York City time) on $1,000,000, unless the same Business Day (or prepayment would result in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentLoan in full; (ii) before the date of prepayment stating the aggregate principal amount of the prepayment all accrued and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued unpaid interest to and including the date of such prepayment on the principal amount prepaidbeing prepaid is then paid; and (iii) any amounts payable pursuant to Article III, to the extent then due, are then paid. Any such notice of prepayment may be withdrawn by Borrower in a notice to Administrative Agent on or prior to the date on which such prepayment was to occur, so long as, in connection with such withdrawal, all reasonable out-of-pocket expenses incurred by Administrative Agent in connection with the withdrawn notice of prepayment and any amounts owed pursuant to Article III, if any, are paid simultaneously with such withdrawal or, if later, promptly following being presented with a statement therefor from Administrative Agent or any Lenders. Amounts prepaid may not be reborrowed. Notwithstanding anything in this Agreement to the contrary, none of the payments made pursuant to this Section 2.17 shall be duplicative of any payments required to be made pursuant to Section 3.03 of this Agreement. Administrative Agent and Lenders acknowledge the terms and provisions of Section 3.14 of the Mortgage and agree to perform the actions and undertakings imposed on Administrative Agent and Lenders in such Section. • Acceleration of Advances. • Lenders may, in their absolute discretion, advance or accelerate the advance of all or any portion of the amounts to be advanced hereunder without regard to Borrower's satisfaction of the conditions to its entitlement to Loan proceeds and no Person dealing with Borrower or the Construction Manager or any other Person shall have standing to demand any different performance from Lenders, provided, however, that losses incurred by if Borrower chooses to deposit with each Lender such Lender's Pro Rata Share of the amount of any Bank Loan advances in excess of the amount which Borrower would be entitled • to pursuant to Section 2.01, Lenders shall give Borrower a credit against the interest due on the Notes equal to the interest which would accrue on the amount so deposited as if such amount deposited bore interest at the interest rate that would be applicable thereto under Section 3.7 shall be payable with respect to each such prepayment in the manner Notes. • CONTRACTORS, SUBCONTRACTORS, LABORERS, MATERIALMEN and SUPPLIERS are cautioned that if Loan advances are made under the alternative set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of paragraph (a) $5,000,000 above, proceeds of the Loan remaining to be advanced at the time of the completion of the Improvements, or an integral multiple any time prior thereto, may be inadequate to pay all lienable claims incurred by Borrower and unpaid at that time. All potential lienors are therefore cautioned to exercise sound business judgment in the extension of $1,000,000 credit to Borrower and should not expect Lenders to make Loan advances in excess thereof such amounts and at such times that it will not be necessary for said parties to exercise such judgment for themselves. Moreover, they are reminded that subdivision (b3) of Section 13 of the aggregate principal amount Lien Law provides that "Nothing in this subdivision shall be considered as imposing upon the lender any obligation to see to the proper application of such Tranche advances by the owner," and Lenders have no intention of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bevoluntarily imposing such obligation on themselves.

Voluntary Prepayments. (i) The Borrower may, upon written notice delivered to the Appropriate Administrative Agent (andat any time or from time to time voluntarily prepay Revolving Loans or Term Loans, as the case may be, in each case, of any Facility, in whole or in part, subject to Section 2.05(i), without premium or penalty; provided that (i) such notice must be received by the case of prepayment of a Swingline Loan, the Swingline Lender) Appropriate Administrative Agent not later than 11:00 A.M. (a.m., New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days time (or such shorter or no notice as may be satisfactory other later date and time which is acceptable to the Appropriate Administrative Agent), and in the case (A) three Business Days prior to any date of prepayment of a Swingline LoanEurocurrency Rate Loans, not later than 12:00 noon, New York City time, and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof or, in each case, the entire amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Facility(ies) and Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Appropriate Administrative Agent will promptly notify each Revolving Lender and Term Lender, as applicable, of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the principal amount prepaid; providedapplicable Facility). If such notice is given by the Borrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing or other transactions and such notice may otherwise be extended or revoked by the Borrower by notice to the Appropriate Administrative Agent prior to the specified effective date if such condition is not satisfied, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment date described in such notice, together with of a Eurocurrency Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be.to

Voluntary Prepayments. The Any Borrower Party may, upon written notice delivered to Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (a) with respect to Swingline Loans, the principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the next succeeding Business Day; and (b) with respect to any other Loan, such notice must be received by Administrative Agent not later than: (and, in the case A) 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of a Swingline Loanany Loans accruing interest at the Eurocurrency Rate, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of Floating LIBOR Rate Loans, two or the CP Rate; and (2ii) five (5) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating of Loans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any date of prepayment of any Loans accruing interest at the aggregate Base Rate; and (ii) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the prepayment entire principal amount thereof then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such notice, prepay and of the outstanding principal amounts amount of its Lender Group’s Repayment Percentage of such Loans comprising part of the same Borrowing in whole or ratably in partprepayment. If such notice is given by a Borrower Party, together with accrued interest to the date of such Borrower Party shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaidspecified therein. Partial prepayments With respect to any Loan prepaid pursuant to this Section 4.6 3.05, all accrued interest thereon shall be paid in accordance with Section 3.02(b) and any additional amounts required pursuant to Section 4 with respect to any Tranche of LIBOR Rate Loans thereto shall be in promptly paid following receipt of an aggregate principal amount equal accurate and correct invoice for such amounts. Subject to Section 2.15, each such prepayment shall be applied to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 Principal Obligation held by each Lender in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beits applicable Repayment Percentage.

Voluntary Prepayments. The Borrower Borrowers may, upon written notice delivered providing an Optional Prepayment Notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Loans in whole or in part without premium or penalty except as set forth in Sections 2.05(a)(iii) below; provided that (1) such notice must be received by the Administrative Agent not later than (and, in the case A) 12:00 p.m. (New York City time) three Business Days prior to any date of prepayment of a Swingline Loan, the Swingline LenderEurocurrency RateTerm SOFR Loan or Alternative Currency Loans and (B) not later than 11:00 A.M. a.m. (New York City time) on the same Business Day (or in the case date of LIBOR prepayment of Base Rate Loans, two (2) Business Days Loans (or such shorter or no notice period as may be satisfactory to the Administrative AgentAgent shall agree), and in the case of ; (2) any prepayment of Eurocurrency RateTerm SOFR Loans or Alternative Currency Loans shall be (x) in a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of $3,000,000 (or the equivalent Dollar Amount), or (y) a whole multiple of $1,000,000 (or the equivalent Dollar Amount) in excess thereof; and (3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $1,000,000, or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment, the Tranche of Loans to be prepaid, prepay the outstanding principal amounts Type(s) of Loans to be prepaid and, if Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans comprising part (except that if the class of Loans to be prepaid includes both Base Rate Loans or Alternative Currency Loans and Eurocurrency RateTerm SOFR Loans, absent direction by the same Borrowing in whole Borrowers, the applicable prepayment shall be applied first to Base Rate Loans or ratably in part, together with accrued interest Alternative Currency Daily Rate Loans to the date full extent thereof before application to Eurocurrency RateTerm SOFR Loans and Alternative Currency Term Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under pursuant to Section 3.7 shall be payable with respect to 3.06). The Administrative Agent will promptly notify each Lender of its receipt of each such Optional Prepayment Notice, and of the amount of such Lender’s ratable portion of such prepayment in (based on such Lender’s ratable share of the manner set forth in Section 3.7relevant Facility). Any If such notice provided pursuant Optional Prepayment Notice is given by the Borrowers, subject to this Section 4.6 clause (ii) below, the Borrowers shall be irrevocable, make such prepayment and the payment amount specified in such notice Optional Prepayment Notice shall be due and payable on the date specified therein. Any prepayment date described in such noticeof a Eurocurrency RateTerm SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest thereon, together with accrued any additional amounts required pursuant to Section 2.05(a)(iii) and unpaid Section 3.06. Each prepayment of the principal of, and interest on on, any Revolving Credit Loans denominated in an Alternative Currency, shall be made in the amount prepaidrelevant Alternative Currency. Partial prepayments Subject to Section 2.17, each prepayment of outstanding Term Loan Tranches pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.05(a) shall be in an aggregate principal amount equal applied to the lesser Term Loan Tranche or Term Loan Tranches designated on such Optional Prepayment Notice on a pro rata basis among the Term Lenders within such Term Loan Tranche. Subject to Section 2.17, each prepayment of (aan outstanding Term Loan Tranche pursuant to this Section 2.05(a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) shall be applied to the aggregate principal amount remaining amortization payments of such Term Loan Tranche as directed by the Borrowers (or, if the Borrowers have not made such designation, in direct order of LIBOR Rate Loans then outstandingmaturity), as the case may be; provided that no partial prepayment of but, in any Tranche of LIBOR Rate Loans may be made ifevent, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect on a pro rata basis to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beLenders within such Term Loan Tranche.

Voluntary Prepayments. (i) The Borrower may, upon written notice delivered at its option, prepay the Revolving Tranche Loans or, subject to Section 2.7(a)(ii) below, the Term Tranche Loans, without premium or penalty, in full at any time or in part from time to time, by notifying the Administrative Agent (andin writing 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 of a Swingline Loandate, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate LoansLoans consisting of Eurodollar Advances, two (2) Business Days (specifying the Revolving Tranche Loans or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Term Tranche Loans to be prepaid, prepay the outstanding principal amounts of whether such Loans comprising part consist of ABR Advances, Eurodollar Advances, or a combination thereof, the same Borrowing in whole or ratably in part, together with accrued interest amount to be prepaid and the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 prepayment. Such notice shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, irrevocable and the payment amount specified in such notice shall be due and payable on the prepayment date described in such noticespecified, together with accrued and unpaid interest to the date of such payment on the amount prepaid. Partial prepayments Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Each partial prepayment made pursuant to this Section 4.6 with respect to any subsection of Revolving Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 1,000,000 or an integral such amount plus a whole multiple of $1,000,000 250,000 in excess thereof and (b) or, if less, the aggregate outstanding principal amount balance of such the Revolving Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no being prepaid). Each partial prepayment made pursuant to this subsection of any Term Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect (when added to the ABR prepayment of the Term Loans required by Section 2.7(a)(ii) below) shall be made in an aggregate principal amount of $1,000,000 or such amount plus a whole multiple of $250,000 in excess thereof (or, if less, the outstanding principal balance of the Term Tranche Loans and Term Loans being prepaid). After giving effect to any partial prepayment with respect to Eurodollar Advances that were made (whether as the result of a borrowing or a conversion) on the same date and that had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall equal (subject to the lesser of (iSection 2.9) $5,000,000 or an integral such amount plus a whole multiple of $1,000,000 500,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bethereof.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent (and, in pursuant to delivery to the case of prepayment Administrative Agent of a Swingline LoanNotice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swingline Lender) Administrative Agent not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Term SOFR Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Applicable Percentage of such prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of any Term SOFR Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to this Section 4.6 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with respect their respective Applicable Percentages. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any Tranche time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of LIBOR Rate Loans the prepayment, and (B) any such prepayment shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate a minimum principal amount of $100,000. Each such Tranche notice shall specify the date and amount of LIBOR Rate Loans then outstandingsuch prepayment. If such notice is given by the Borrower, as the case may beBorrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that no partial that, if such notice is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice of prepayment of any Tranche of LIBOR Rate Loans may be made ifrevoked if such notice of termination is revoked in accordance with Section 2.06; provided, after giving effect theretofurther that upon such revocation, Section 2.3 would be contravened. Partial prepayments with respect the Borrower shall compensate the Lenders for any actions the Lenders have taken in reliance upon such notice of voluntary prepayment to the ABR Loans shall be made in an aggregate principal amount equal to extent required by the lesser terms of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beSection 3.05.

Voluntary Prepayments. The Borrower Subject to Section 2.13(d), Borrowers may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Advances and Swingline Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City Milwaukee time) on the same Business Day (or in the case of LIBOR Rate Loans, two A) three (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Domestic Rate Loans; (2) before the date any prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Domestic Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the prepayment and the Loans to be prepaid, prepay the outstanding entire principal amounts of amount thereof then outstanding. Each such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to notice shall specify the date and amount of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to and whether such Advance is a Eurodollar Rate Loan or a Domestic Rate Loan. Agent will promptly notify each Revolving Lender of its receipt of each such prepayment in notice, and of the manner set forth in Section 3.7amount of such Revolving Lender’s Revolving Commitment Percentage of such prepayment. Any If such notice provided pursuant to this Section 4.6 is given by the Borrowers, the Borrowers shall be irrevocable, make such prepayment and the payment amount specified in such notice shall be due and payable to Agent by 2:00 p.m Milwaukee time on the date specified therein. Any prepayment date described in such noticeof a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued any additional amounts required pursuant to Section 2.2(f). Each prepayment of the Revolving Advances and unpaid interest on the amount prepaid. Partial prepayments Swingline Loans received by Agent pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.13(a)(i) shall be in an aggregate principal amount equal paid to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 Revolving Lenders in excess thereof and (b) accordance with their respective Revolving Commitment Percentages as follows: first, to the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment payment in full of any Tranche outstanding Protective Advances; second to the payment in full of LIBOR Rate Loans any excess Revolving Facility Advances as required by Section 2.6; third to the payment in full of any outstanding Swingline Loans; and fourth to the payment of any other outstanding Revolving Advances. Revolving Advances prepaid may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments reborrowed in accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser terms of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may bethis Agreement.

Voluntary Prepayments. The Parent Borrower mayshall have the right to prepay Term Loans, upon without premium or penalty (except for amounts payable to Section 1.11), in whole or in part, from time to time on the following terms and conditions: (i) the Parent Borrower shall give the Administrative Agent at the Payment Office written notice delivered (or telephonic notice promptly confirmed in writing) of its intent to prepay 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 received by the Administrative Agent (and, x) in the case of prepayment of a Swingline LoanBase Rate Loans, the Swingline Lender) not no later than 11:00 A.M. (New York City time) on the same one Business Day prior to the date of such prepayment, or (or y) in the case of LIBOR Rate Eurodollar Loans, two (2) at least three Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest prior to the date of such prepayment on and which notice shall promptly be transmitted by the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect Administrative Agent to each such of the Lenders; (ii) each partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding1,000,000, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Term Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) reduce the aggregate principal amount of ABR the Term Loans outstanding to an amount less than $1,000,000; (iii) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; (iv) prepayments of Eurodollar Loans made pursuant to this Section 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 be applied to reduce the then outstanding, as the case may beremaining Scheduled Repayments of Term Loans in inverse order of maturity.

Voluntary Prepayments. The Any Borrower Party may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (a) such notice must be in a form acceptable to Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) and be received by Administrative Agent not later than 11:00 A.M. 1:00 p.m.: (New York City timei) on the same three (3) Business Day (or in the case Days prior to any date of prepayment of LIBOR Rate Loans, two ; and (2ii) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Base Rate Loans; (b) before the date any prepayment of prepayment stating the aggregate LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice, prepay and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender’s Applicable Percentage of such prepayment on the principal amount prepaid; providedprepayment. If such notice is given by a Borrower Party, however, that losses incurred by any Bank under Section 3.7 such Borrower Party shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such noticeof a LIBOR Rate Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on the amount prepaid. Partial prepayments any additional amounts required pursuant to this Section 4.6 with respect 4.05. Subject to any Tranche of LIBOR Rate Loans Section 2.17, each such prepayment shall be in an aggregate principal amount equal applied to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 Obligations held by each Lender in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beits respective Applicable Percentage.

Voluntary Prepayments. The Borrower Company may, upon written or telephonic notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. on or prior to 12:00 Noon (New York City time) on the same date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount. A Borrower may, upon (i) not less than one (1) Business Day’s prior written or telephonic notice, in the case of LIBOR Base Rate Loans, two (2ii) three (3) Business Days Days’ prior written or telephonic notice in the case of Eurocurrency Rate Loans denominated in Dollars and (iii) four (4) Business Days’ (or such shorter or no notice as may be satisfactory to the Administrative Agentfive (5), and in the case of prepayment of a Swingline LoanLoans denominated in Special Notice Currencies) prior written or telephonic notice in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, not later than and in each case given to Administrative Agent by 12:00 noon, Noon (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) before the date , at any time and from time to time prepay any Revolving Loans outstanding in favor of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount. Notice of prepayment stating having been given as aforesaid, the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be become due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may bespecified therein; provided that no partial prepayment of any Tranche of LIBOR Rate Loans such notice may be made ifconditional on the effectiveness of a replacement credit agreement or other transaction and may be revoked by Company if such condition is not satisfied, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect subject to the ABR Loans provisions of Section 2.6. Any such voluntary prepayment shall be made applied as specified in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may besubsection 2.4B(iv).

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time, voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice must be received by Administrative Agent not later than 2:00 p.m. (and, in the case A) three (3) Business Days prior to any date of prepayment of a Swingline Loan, the Swingline LenderLIBOR Loans; and (B) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentprepayment of Prime Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Prime Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice, prepay and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender’s Pro Rata Share of such prepayment on the principal amount prepaid; providedprepayment. If such notice is given by Borrower , however, that losses incurred by any Bank under Section 3.7 Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment date described is given in connection with a conditional notice of termination of the Maximum Commitment as contemplated by Section 2.10, then such noticenotice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.10. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on the amount prepaid. Partial prepayments any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be2.20.

Voluntary Prepayments. The Borrower Company may, upon written notice delivered delivery of a Notice of Prepayment to the Administrative Agent (and, or upon telephonic notice to Administrative Agent promptly confirmed in the case of prepayment writing by delivery of a Swingline LoanNotice of Prepayment, the Swingline Lender) not later than on or prior to 11:00 A.M. (New York City time) on the same date of prepayment, at any time and from time to time prepay any Swing Line Loan on any Business Day (in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day's prior written notice by delivery of a Notice of Prepayment or telephonic notice promptly confirmed in writing by delivery of a Notice of Prepayment, in the case of LIBOR Base Rate Loans, two (2) and three Business Days (Days' prior written notice by delivery of a Notice of Prepayment or such shorter or no telephonic notice as may be satisfactory to the Administrative Agent)promptly confirmed in writing by delivery of a Notice of Prepayment, and in the case of prepayment of a Swingline LoanEurodollar Rate Loans, not later than 12:00 noon, in each case given to Administrative Agent by 11:00 A.M. (New York City time, ) on the date required (who will promptly notify each Lender whose Loans are to be prepaid of such prepayment), at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to subsection 2.6D. Any written or telephonic notice of voluntary prepayment delivered pursuant to this subsection 2.4B(i) before the date shall be irrevocable and once such notice of prepayment stating has been given as aforesaid, the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be become due and payable on the prepayment date described in specified therein. Any such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans voluntary prepayment shall be applied as specified in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may besubsection 2.4B(iv).

Voluntary Prepayments. The Borrower mayLoans may be repaid in whole or in part without premium or penalty (except, upon written (x) in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 3.05) and (y) as set forth in Section 2.06(d)); provided that: (i) in the case of Loans other than Swingline Loans, notice delivered to thereof must be received by 12:00 p.m. by the Administrative Agent (andA) at least three Business Days prior to the date of prepayment, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. Eurocurrency Rate Loans and (New York City timeB) on the same Business Day (or date of prepayment, in the case of LIBOR Base Rate Loans, two and in each case, any such prepayment shall be a minimum principal amount of $1,000,000 and integral multiples of $1,000,000 in excess thereof, in the case of Eurocurrency Rate Loans and $500,000 and integral multiples of $100,000 in excess thereof, in the case of Base Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; (2ii) Business Days in the case of Swingline Loans, (or such shorter or no A) notice as may thereof must be satisfactory received by the Swingline Lender by 1:00 p.m. on the date of prepayment (with a copy to the Administrative Agent), and (B) any such prepayment shall be in the case 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 prepayment of a Swingline Loan, hereunder shall be irrevocable (provided that the notice may be conditional upon any refinancing or other conditional event and may be rescinded by the Borrower if such refinancing or other conditional event shall not later than 12:00 noon, New York City time, on be consummated or is otherwise delayed) and shall specify the date of prepayment) before the date of prepayment stating the aggregate principal and amount of the prepayment and the Class and Type(s) of Loans that are being prepaid and, if Eurocurrency Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest Loans. The Administrative Agent will give prompt notice to the date Appropriate Lenders of such any prepayment on the principal amount prepaid; providedLoans and the Appropriate Lender’s interest therein. If such notice is given by the Borrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaidspecified therein. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche Prepayments of LIBOR Eurocurrency Rate Loans hereunder shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be.

Voluntary Prepayments. (a) The Borrower may, upon written notice delivered to the Administrative Agent (Agent, at any time or from time to time voluntarily prepay Loans in whole or in part and, except as set forth in clause (iv) below, such prepayments shall be without premium or penalty (but subject to Section 3.05); provided that (i) such notice must be received by the case of prepayment of a Swingline Loan, the Swingline Lender) Administrative Agent not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) three Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) before the date any prepayment of prepayment stating the aggregate Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding and (iv) any prepayment of Term Loans shall be accompanied by a premium of (A) 2% of the principal amount thereof if such optional prepayment is made in the first 12 months after the Closing Date and (B) 1% of the principal amount thereof if such optional prepayment is made in the second 12 months after the Closing Date. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether the Loans to be prepaidprepaid are Revolving Credit Loans or Term Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, prepay and of the outstanding principal amounts amount of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date Lender’s Pro Rata Share of such prepayment on prepayment. If such notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such noticeof a Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on with, in the amount prepaidcase of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Partial prepayments Each prepayment of the outstanding Term Loans pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of subsection (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may shall be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect applied to the ABR Loans principal repayment installments thereof on a pro-rata basis, and each prepayment shall be made in an aggregate principal amount equal applied to the lesser Loans of (i) $5,000,000 or an integral multiple of $1,000,000 the Appropriate Lenders in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beaccordance with their respective Pro Rata Shares.

Voluntary Prepayments. The Subject to the payment of any repayment premium as required under Section 2.03(d), the Final Payment Premium required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Borrower may, upon written notice delivered from the Borrower to the Administrative Agent (andAgent, voluntarily prepay the Loans, in the case of prepayment of a Swingline Loanwhole but not in part; provided, the Swingline Lender) that, such notice must be received not later than 11:00 A.M. a.m. three (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (23) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before . Each such notice shall specify the date of prepayment stating the aggregate principal and amount of such prepayment. If such notice is given by the prepayment and Borrower, the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of Borrower shall make such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, if such notice expressly states that it is conditioned upon the effectiveness of other credit facilities or financing or the closing of a specified transaction, such notice may be revoked by the Borrower (by notice in writing to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.03(a) shall be in an aggregate principal amount equal to accompanied by (w) all accrued interest on the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of the Loans prepaid, (x) the repayment premium required under Section 2.03(d) and the Final Payment Premium required under Section 2.07(b), (y) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment and (z) all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted). Each such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may shall be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect applied to the ABR Loans shall be made of the Lenders in an aggregate principal amount equal to accordance with their respective Applicable Percentages in respect of each of the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may berelevant Term Facilities.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium, fee or penalty on any Business Day; provided that: (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, LIBOR Rate Loans denominated in Dollars; (B) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans denominated in an Alternative Currency; and (C) on the date of prepaymentprepayment of Reference Rate Loans; and (ii) before the date any prepayment of prepayment stating the aggregate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or the prepayment Dollar Equivalent thereof) or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date (which shall be a Business Day) and the Loans to be prepaid, prepay the outstanding principal amounts amount of such Loans comprising part prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such prepayment on Lender’s Pro Rata Share of such prepayment. If such written notice is given by the principal amount prepaid; providedBorrower, however, that losses incurred by any Bank under Section 3.7 the Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the failure to make any such prepayment date described in shall not be a Potential Default or an Event of Default; provided, further that any failure to make any such noticeprepayment shall be subject to Section 4.5. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with accrued and unpaid interest on the amount prepaid. Partial prepayments any additional amounts required pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 4. Each such prepayment shall be in an aggregate principal amount equal applied to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 Obligations held by each Lender in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may beits respective Pro Rata Share.

Voluntary Prepayments. The Borrower may, upon written notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty except as provided in Section 2.04(b); provided that (i) such notice must be received by Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. a.m. (New York City timeA) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) three Business Days (or such shorter or no notice as may be satisfactory prior to the Administrative Agent), and in the case any date of prepayment of Eurodollar Rate Loans and (B) one Business Day prior to any prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and if Eurodollar Rate Loans are to be prepaid, prepay the outstanding principal amounts Interest Period(s) of such Loans comprising part Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the same Borrowing in whole or ratably in part, together with accrued interest to the date amount of such Lender’s ratable portion of such prepayment on the principal amount prepaid; provided(based upon such Lender’s Applicable Revolving Credit Percentage). If such notice is given by Borrower, however, that losses incurred by any Bank under Section 3.7 Borrower shall be payable with respect to each make such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date described in such notice, together with of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Each such prepayment of Revolving Credit Loans pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans 2.04 shall be in an aggregate principal amount equal applied to the lesser Revolving Credit Loans of (a) $5,000,000 or an integral multiple of $1,000,000 Lenders in excess thereof and (b) the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments accordance with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may betheir respective Applicable Revolving Credit Percentages.