Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, Revolving Loans and Swingline Loans 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 time) at the Notice Administrative Agent's 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (x) in the case of Revolving Loans, 11:00 A.M. (New York time) one Business Day prior to, or (y) in the case of Swingline Loans, 11:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders or Swingline Lenders, as the case may be; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)10,000,000, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of for Eurodollar Loans (Loans; and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans or Swingline Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepaymentprovided that, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect Lender at any time when the aggregate amount of Revolving Loans of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Non-Defaulting Lender to be allocated its applicable Term Loan exceeds such Non-Defaulting Lender's Percentage of all Revolving Loans then outstanding. The Borrower shall not have the amount of such prepayment; and (v) each voluntary prepayment right to voluntarily prepay any Competitive Bid Loan without the consent of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityLender that has made same.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (xA) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent in its sole discretion) 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 U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Eurodollars Loans, which notice (in each case) shall specify whether Term U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans or Revolving Canadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the LendersLenders under the applicable Facility, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative AgentAgent in any given case), ; provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect); (iii) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; , and (iv) each voluntary prepayment in respect prepayments of any Term Bankers’ Acceptance Loans may not be made pursuant to this Section 5.01(a) shall be allocated prior to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage maturity date of the amount of such prepayment; and (v) each voluntary prepayment of underlying Bankers’ Acceptances or B/A Equivalent Notes, as the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturitycase may be.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Revolving Credit Loans, without premium or penaltypenalty (other than amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part at any time and part, from time to time on any date on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s Office (x) at least one Business Day’s prior revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar SOFR Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) Borrower no later than 1:00 p.m. (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of SOFR Loans), (b) each partial prepayment of Term any Borrowing of Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each 5,000,000; provided that no partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar SOFR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for SOFR Loans and (c) any prepayment of Eurodollar SOFR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and pursuant to this Section 5.1 on any election day prior to the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower shall have no force or effect; (iii) each prepayment pursuant to with the applicable provisions of Section 2.11. All prepayments under this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing 5.1 shall also be applied subject to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage provisions of the amount of such prepayment, provided that at Section 5.2(e). At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Revolving Loans, without premium any of the Term Loans or penaltythe Swing Line Loans in any combination, in whole or in part at any time and part, from time to time time, without premium or penalty except as set forth in Section 4.5(c) and Section 4.5(e) on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) irrevocable written notice at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are Term Loans, Revolving Loans or Revolving Loans shall be prepaidSwing Line Loans, the amount of such prepayment and the Types of Loans specific Borrowings to which such prepayment is to be prepaid andapplied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurodollar Loans, Eurocurrency Loans and at least one Business Day prior in the specific Borrowing or Borrowings pursuant case of Base Rate Loans to which the date of such Eurodollar Loans were made, prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent shall promptly transmit to each of the applicable Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(aany Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 (or, in connection with any Refinancing Amendment, at least $1,000,000) and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each 500,000; provided, that any partial prepayment of Revolving Eurocurrency Loans made pursuant to this Section 5.01(a) shall be in an a single Borrowing that reduces the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)(i); (iii) Eurocurrency Loans may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election prepaid pursuant to this Section 4.3 on the last day of an Interest Period with respect thereto given by the Borrower shall have no force applicable thereto, or effectsubject to Section 3.5 on any other day; (iiiiv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the terms of Sections 2.13, 2,14 or 2.15, respectively, each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among the Revolving LoansLoans comprising such Borrowing; provided, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Term Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepaymentthen outstanding; and (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Loans pursuant to this Section 5.01(a) (Facility being repaid due within the 12 month period following the date of such prepayment in excess direct order of amounts required to be paid for the applicable period pursuant to Section 5.02) maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in inverse order the absence of maturitysuch request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penaltypenalty (except for amounts payable pursuant to Section 1.12), in whole or in part at any time and part, 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 time) at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are Term Loans or Revolving Loans shall be prepaidLoans, the amount of such prepayment and (in the Types case of Loans Eurodollar Loans) the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be prepaid andreceived by the Administrative Agent (x) in the case of Base Rate Loans, no later than 12:00 Noon (New York time) one Business Day prior to the date of such prepayment, or (y) in the case of Eurodollar Loans, three Business Days prior to the specific Borrowing or Borrowings pursuant to which date of such Eurodollar Loans were madeprepayment, and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)1,000,000, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect$1,000,000; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 3.02 shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such Term Loans either in inverse order of maturitymaturity or on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment), in each case as the Borrower may direct in its sole discretion.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to --------------------- prepay Loans (other than C Term Loans-Fixed Rate, with any prepayment in respect thereof to be as set forth in the LoansC Term Notes-Fixed Rate) in whole or in part, 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 time) at the Notice Payment 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are B Term Loans, C Term Loans-Floating Rate, RF Loans or Revolving Loans shall be prepaidAF Loans, the amount of such prepayment pre payment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 12:00 Noon (New York time) on the Business Day prior to the date of such Eurodollar Loans were madeprepayment, and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)1,000,000, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of pro rata among such prepayment, Loans provided that at the Borrower’s 's election in connection --- ---- with any prepayment of Revolving RF Loans or AF Loans pursuant to this Section 5.01(a)3.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan RF Loans or AF Loans, as the case may be, of a Defaulting Lender; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 3.01 shall be applied to B Term Loans (in an amount equal to the B TF Percentage of such prepayment) and C Term Loans (in an amount equal to the C TF Percentage of such prepayment) and shall reduce the remaining Scheduled Term Loan Repayments of such each of the B Term Loans and the C Term Loans (x) first, in inverse direct order of maturitymaturity to those Scheduled Repayments which will be due and payable within twelve months after the date of the respective payment and (y) second, to the extent in excess thereof, on a pro rata basis (based upon the --- ---- then remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. (a) Subject to Section 5.05, the A. The Borrower shall have the right to prepay the Revolving Loans, without premium any of the Term Loans or penaltythe Swing Line Loans in any combination, in whole or in part at any time and part, from time to time time, without premium or penalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) irrevocable written notice at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are Term Loans, Revolving Loans or Revolving Loans shall be prepaidSwing Line Loans, the amount of such prepayment and the Types of Loans specific Borrowings to which such prepayment is to be prepaid andapplied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurodollar Loans, Eurocurrency Loans and at least one Business Day prior in the specific Borrowing or Borrowings pursuant case of Base Rate Loans to which the date of such Eurodollar Loans were made, prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent shall promptly transmit to each of the applicable Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(aany Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each 500,000; provided, that any partial prepayment of Revolving Eurocurrency Loans made pursuant to this Section 5.01(a) shall be in an a single Borrowing that reduces the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing thereto shall be subject to the ante-penultimate sentence of Section 4.5(a); (iii) Eurocurrency Loans may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election prepaid pursuant to this Section 4.3 on the last day of an Interest Period with respect thereto given by the Borrower shall have no force applicable thereto, or effectsubject to Section 3.5 on any other day; (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among the Revolving LoansLoans comprising such Borrowing; provided, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Term Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepaymentthen outstanding; and (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Loans pursuant to this Section 5.01(a) (Facility being repaid due within the 12 month period following the date of such prepayment in excess direct order of amounts required to be paid for the applicable period pursuant to Section 5.02) maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in inverse order the absence of maturitysuch request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the LoansLoans made to it, in whole or in part, without premium or penalty, except as otherwise provided in whole or in part at any time and this Agreement, 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 time) at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify whether Term such Loans are Revolving Loans or Revolving Loans shall be prepaidSwingline Loans, the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 1:00 P.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to be prepaid and, the date of such prepayment in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall, except in the case of Swingline Loans (which notice shall promptly be transmitted to the Swingline Bank), promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of (A) at least $2,000,000 (or such lesser amount as is acceptable to 500,000 in the Administrative Agent) case of Eurodollar Loans and (yB) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 250,000 in the case of Base Rate Loans (or such lesser amount as is acceptable to $100,000 in the Administrative Agentcase of Swingline Loans); provided, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of the Eurodollar Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (; and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, Revolving Loans 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 time) Payments Administrator at the Notice Payments Administrator's 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Administrative Agent Borrower no later than 11:00 A.M. (New York time) one Business Day prior to such prepayment and shall promptly transmit be transmitted by the Payments Administrator to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)25,000,000, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of for Eurodollar Loans (Loans; and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)3.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect Bank at any time when the aggregate amount of Revolving Loans of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The Borrower shall not have the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant right to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityvoluntarily prepay any Competitive Bid Loans.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the LoansLoans made to it, in whole or in part, without premium or penalty, except as otherwise provided in whole or in part at any time and this Agreement, 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 time) at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify whether Term such Loans are Revolving Loans or Revolving Loans shall be prepaidSwingline Loans, the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 11:00 A.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to be prepaid and, the date of such prepayment in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall, except in the Administrative case of Swingline Loans, promptly be transmitted by the Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative AgentA) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 in the case of Eurodollar Loans and (B) at least $500,000 in the case of Base Rate Loans (or such lesser amount as is acceptable to $100,000 in the Administrative Agentcase of Swingline Loans); provided, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of the Eurodollar Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (; and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans; provided, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityBank.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to --------------------- prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its Notice Office (x) at least one Business Day’s Day prior to the date that a prepayment of Base Rate Loans or Swingline Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans, Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least (x) $2,000,000 1,000,000 (or or, if less, the full amount of such lesser amount as is acceptable to outstanding Loans) in the Administrative Agent) and case of Term Loans, (y) each partial prepayment $500,000 (or, if less, the full amount of such outstanding Loans) in the case of Revolving Loans pursuant to this Section 5.01(aor (z) shall be in an aggregate principal $100,000 (or, if less, the full amount of at least $1,000,000 (or such lesser amount as is acceptable to Swingline Loans then outstanding) in the Administrative Agent), case of Swingline Loans; provided that -------- if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than (1) in the Minimum Borrowing Amount applicable theretocase of Term Loans, $5,000,000 and (2) in the case of Revolving Loans, $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment prepayments of Eurodollar Loans made pursuant to this Section 5.01(a4.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.11; (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall, except as set forth below, be applied pro rata among such Loans; (v) in the event of certain --- ---- refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon five (5) Business Days' written notice to the Administrative Agent at its Notice Office (which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans for any Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment, and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) have been obtained; and (vi) each voluntary prepayment of Term Loans pursuant to this Section 4.01, except pursuant to preceding clause (v), shall be applied to the Revolving Tranche A Term Loans and the Tranche B Term Loans, with each RL Lender to be allocated its applicable RL Percentage of on a pro rata basis (based upon the then --- ---- outstanding principal amount of such prepayment, Tranche A Term Loans and Tranche B Term Loans); provided that at the Borrower’s 's election (and with the consent of the -------- Administrative Agent, unless the Administrative Agent is the Defaulting Bank) in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary Bank. Each prepayment in respect of any principal of Tranche A Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Tranche B Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 4.01 shall be applied to reduce, in order of maturity for Scheduled Repayments, the next succeeding four remaining Scheduled Repayments of each such Tranche of Term Loans and thereafter, to the then remaining Scheduled Repayments of each such Tranche of Term Loans pro rata based --- ---- upon the then remaining principal amount of each Scheduled Repayment. Notwithstanding anything to the contrary contained in the immediately preceding sentence, repayments of either Tranche of Term Loans pursuant to clause (v) of the first sentence of Section 4.01 shall only apply to reduce the then remaining Scheduled Term Loan Repayments of such Tranche to the extent the Term Loans so repaid are not replaced pursuant to Section 13.12(b), with any such reductions to reduce the then remaining Scheduled Repayments in inverse order of maturitythe manner set forth in the immediately preceding sentence.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Revolving Loans, without premium any of the Term Loans or penaltythe Swing Line Loans in any combination, in whole or in part at any time and part, from time to time time, without premium or penalty except as set forth in Section 4.5(c) and Section 4.5(e) on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) irrevocable written notice at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are Term Loans, Revolving Loans or Revolving Loans shall be prepaidSwing Line Loans, the amount of such prepayment and the Types of Loans specific Borrowings to which such prepayment is to be prepaid andapplied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurodollar Loans, Eurocurrency Loans and at least one Business Day prior in the specific Borrowing or Borrowings pursuant case of Base Rate Loans to which the date of such Eurodollar Loans were made, prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent shall promptly transmit to each of the applicable Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(aany Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each 500,000; provided, that any partial prepayment of Revolving Eurocurrency Loans made pursuant to this Section 5.01(a) shall be in an a single Borrowing that reduces the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)(i); (iii) Eurocurrency Loans may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election prepaid pursuant to this Section 4.3 on the last day of an Interest Period with respect thereto given by the Borrower shall have no force applicable thereto, or effectsubject to Section 3.5 on any other day; (iiiiv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the terms of Sections 2.13, 2,14 or 2.15, respectively, each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among the Revolving LoansLoans comprising such Borrowing; provided, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Term Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepaymentthen outstanding; and (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Loans pursuant to this Section 5.01(a) (115 Facility being repaid due within the 12 month period following the date of such prepayment in excess direct order of amounts required to be paid for the applicable period pursuant to Section 5.02) maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in inverse order the absence of maturitysuch request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Revolving Credit Loans, 1:00 p.m. (New York time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans) or (ii) in the case of Swingline Loans and Permitted Overadvances, 1:00 p.m. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; relevant Lenders or the Swingline Lender, as the case may be, (ii) (xb) each partial prepayment of Term any Borrowing of Revolving Credit Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount a multiple of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 500,000 and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount as is acceptable to the Administrative Agent), of at least $100,000; provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for Eurodollar Loans; (c) any prepayment of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this with the applicable provisions of Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at 2.11. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the LoansLoans in whole or in part, 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 time) at the Notice Payment 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans and three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be 500,000 and, if greater in an aggregate principal amount integral multiple of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)100,000, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment Eurodollar Loans may only be prepaid pursuant to this Section 5.01(a4.01 on the last day of the Interest Period applicable thereto, unless prior prepayment is accompanied by all breakage costs owing pursuant to Section 1.11 in connection therewith; and (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to distributed pro rata among the Revolving Lenders which made such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepaymentprovided that, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Term Loans and/or Revolving Loans and/or Swingline Loans, in whole or in part, 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 time) at the Notice Payment Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by 11:00 a.m. (x) one Business Day prior to the date of such prepayment in the case of Base Rate Loans and Loans, (y) at least three Business Days’ prior written notice in the case of Eurodollar Rate Loans and (or telephonic notice promptly confirmed in writingz) 11:00 a.m. on the date of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid andprepayment, in the case of Eurodollar Swingline Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (500,000 or such lesser amount as is acceptable to the Administrative Agent) and (y) each a whole multiple of $100,000 in excess thereof; provided that no partial prepayment of Revolving Eurodollar Rate Loans made pursuant to this Section 5.01(a) a Borrowing shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 5.1 shall be applied to reduce the then remaining Scheduled applicable Term Loan Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such Term Loans in inverse order of maturityLoan Scheduled Repayment). Any prepayment made pursuant to this Section shall be subject to Section 2.11.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the LoansRevolving Loans made to it in whole or in part, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Payment Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, the amount of such prepayment, the currency in which such Loans are denominated and the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by such Borrower (x) prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans and (y) at least three Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount date of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (1,000,000, or such lesser amount as is acceptable to the Administrative Agent) and (y) each Dollar Equivalent thereof, provided that no partial prepayment of any Revolving Loans pursuant to this Section 5.01(a) shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Revolving Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment in respect prepayments of any Term Eurodollar Loans made pursuant to this Section 5.01(a) shall 4.01 may only be allocated to made on the Term Loans, last day of an Interest Period applicable thereto unless concurrently with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts any payments required to be paid for the applicable period made pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments 1.12 as a result of such Term Loans in inverse order prepayment are made. No Borrower shall have the right under this Section 4.01 to prepay any principal amount of maturityany Competitive Bid Loans.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the LoansLoans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (xA) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent in its sole discretion) 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 U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Eurodollars Loans, which notice (in each case) shall specify whether Term U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans or Revolving Canadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the LendersLenders under the applicable Tranche, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; (ii) (x) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $2,000,000 500,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Swingline Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $1,000,000 100,000 (or such lesser amount as is acceptable to the Administrative AgentAgent in any given case), ; provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the such Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans or Swingline Loans, with each RL Lender to be allocated its applicable RL Percentage of as the amount of such prepaymentcase may be, provided that at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; , and (iv) each voluntary prepayment in respect prepayments of any Term Bankers’ Acceptance Loans may not be made pursuant to this Section 5.01(a) shall be allocated prior to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage maturity date of the amount of such prepayment; and (v) each voluntary prepayment of underlying Bankers’ Acceptances or B/A Equivalent Notes, as the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturitycase may be.

Voluntary Prepayments. (a) Subject to Section 5.05The Company may, the Borrower shall have the right to prepay the Loansat its option, without premium or penalty, in whole or in part at any time and from time to time on time, prepay the following terms Loans and conditions: (i) the Borrower shall give Reimbursement Obligations, in whole or in part, upon giving, in the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one case of any Eurodollar Loan, three Business Day’s Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loansthe Administrative Agent, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of any Base Rate Loan, prior written notice on the same Business Day to the Administrative Agent. Such notice shall specify (1) in the case of any prepayment of Loans, the date and amount of prepayment and whether the prepayment is (A) of Term Loans or Revolving Credit Loans, or a combination thereof and (B) of Eurodollar Loans, Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the specific Borrowing principal amount allocable to each; and (2) in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Borrowings pursuant Letters of Credit and the amount allocable to which each of such Eurodollar Loans were madeReimbursement Obligations. Upon receipt of such notice, and which notice the Administrative Agent shall promptly transmit to notify each Lender of the Lenders; (ii) (x) each partial prepayment contents thereof and of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Lender's Applicable Percentage of the amount of such prepayment. If any such notice is given, provided that the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the Borrower’s election in connection with end of the Interest Period applicable thereto) any prepayment of Revolving Loans amounts payable pursuant to this Section 5.01(a)2.18 and, such prepayment shall not, so long as no Default or Event in the case of Default then exists, be applied to any Revolving Loan prepayments of a Defaulting Lender; (iv) each voluntary prepayment in respect of any the Term Loans made pursuant only, accrued interest to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of such date on the amount prepaid. Prepayments of such prepayment; and (vA) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.022.10(b) shall be applied ratably to reduce the remaining Scheduled Term Loan Repayments scheduled installment payments of such the Term Loans required pursuant to Section 2.5(b); and (B) the Revolving Credit Loans and the Reimbursement Obligations pursuant this Section shall (unless the Company otherwise directs) be applied, FIRST, to payment of the Revolving Credit Loans then outstanding, SECOND, to payment of any Reimbursement Obligations then outstanding and, LAST, to Cover any outstanding Letter of Credit Liability. Each prepayment of Base Rate Loans shall be in inverse order the minimum principal amount of maturity$500,000 and in integral multiples of $500,000 and each prepayment of Eurodollar Loans shall be in the minimum principal amount of $500,000 and in integral multiples of $500,000 or, in the case of either Base Rate Loans or Eurodollar Loans, the aggregate principal balance outstanding on the Term Loans or on the Revolving Credit Loans and the Reimbursement Obligations, as applicable.

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower The Borrowers shall have the right to prepay the Loans, without premium or penalty, Revolving Credit Loans and Swingline Loans in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrowers no later than (i) in the case of Revolving Credit Loans, 10:00 a.m. (New York time) one Business Day prior to, or (ii) in the case of Swingline Loans to be prepaid or Protective Advances, 10:00 a.m. (New York time) on, the date of such prepayment and, in the case of Eurodollar Loans, the specific Borrowing a prepayment of Revolving Credit Loans or Borrowings pursuant to which such Eurodollar Swingline Loans were made, and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersLenders or the Swingline Lender, as the case may be; (ii) (xb) each partial prepayment of Term any Borrowing of Revolving Credit Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount a multiple of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 500,000 and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (and each partial prepayment of Swingline Loans or such lesser Protective Advances shall be in a multiple of $500,000 and in an aggregate principal amount as is acceptable to the Administrative Agent)of at least $500,000, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans $1,000,000; and (and same shall automatically be converted into a Borrowing of Base Rate Loansc) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Eurodollar Loans pursuant to this Section 5.01(a)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. Notwithstanding the foregoing, such prepayment the Borrowers shall not, so long as no Default or Event of Default then exists, not be applied permitted to prepay any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment Credit Loans or Swingline Loans under this Agreement, in respect of whole or in part, if at such time, any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityProtective Advances are outstanding.

Voluntary Prepayments. (a) Subject to Section 5.05, the A Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) and at the Notice Administrative Agent’s 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar LIBOR Loans or EURIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by such Borrower no later than (i) in the case of EURIBOR Loans, 10:00 a.m. two Business Days prior to, or (ii) in the specific Borrowing or Borrowings pursuant to which such Eurodollar case of LIBOR Loans were madedenominated (x) in Dollars, 10:00 a.m. three Business Days, and which notice (y) in an Alternative Currency, 10:00 a.m. five Business Days prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (xb) each partial prepayment of Term any LIBOR Loans pursuant to this Section 5.01(a) or EURIBOR Loans shall be in an integral multiple of €1,000,000 (or its equivalent in an Alternative Currency) and in an aggregate principal amount of at least €5,000,000 (or its equivalent in an Alternative Currency) and each partial prepayment of ABR Loans shall be in an integral multiple of $100,000 and in an aggregate principal amount of at least $2,000,000 (or such lesser 500,000 or, in each case, if less, the entire principal amount as is acceptable to the Administrative Agent) and (y) each thereof then outstanding, provided that no partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable theretoAmount, then such Borrowing may not be continued as a Borrowing and (c) any prepayment of Eurodollar LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and or EURIBOR Loans pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the relevant Borrower shall have no force or effect; (iii) each with the applicable provisions of Section 2.11. Each such prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with Lenders’ participation in each RL Lender to be allocated its applicable RL Percentage of such Loan pro rata. At the amount of such prepayment, provided that at the relevant Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay any Class of the Term Loans, without premium or penaltypenalty (except as provided below in Section 4.01(c) and subject to Section 2.11), 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 2:30 P.M. (New York City time) at the Notice Office (xA) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Term Loans to be prepaid and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans were made, and which notice the Administrative Agent shall shall, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of a Class of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $1,000,000 or a whole multiple of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent), ; provided that if any partial prepayment of Eurodollar LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a4.01(a) in respect of any Revolving Class of Term Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Term Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage Class of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.024.01(a) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of thereof as directed by the Borrower or, absent such Term Loans direction, in inverse direct order of maturitymaturity thereof.

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower The Borrowers shall have the right to prepay the LoansTerm Loans of any Tranche, without premium or penaltypenalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Lead Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) (“Notice of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writingPrepayment”) of its intent to prepay Eurodollar all of the Term Loans, which notice (or in each case) shall specify whether the case of any partial prepayment, the Tranche of Term Loans or Revolving Loans shall to be prepaid, the amount of such prepayment and the Term Loans to be prepaid, the Types of Term Loans to be prepaid repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Eurodollar Term SOFR Term Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 11:00 a.m. (New York City time) at least two Business Days prior to the date of such prepayment in the case of Term SOFR Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (1,000,000 or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), ; provided that if any partial prepayment of Eurodollar Term SOFR Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Term SOFR Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing may not be continued as is a Borrowing of Eurodollar Loans (and same Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Term Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Term Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lenderan Extension Amendment; and (iv) each voluntary prepayment in respect of any principal of Term Loans made of a given Tranche pursuant to this Section 5.01(a) shall be allocated to applied as directed by Lead Borrower in the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage notice of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans delivered pursuant to this Section 5.01(a) (or, if no such direction is given, in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (xA) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), ; provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with ; and (iv) each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a4.01(a) shall be allocated to reduce the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of then remaining Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant Scheduled Repayments after giving effect to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityall prior reductions thereto).

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York Chicago time) at the Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a4.1(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 500,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of prepayment of Eurodollar Loans pursuant to this Section 4.1 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment pursuant to this Section 5.01(a4.1(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a4.1(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the LoansLoans in whole or in part, 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 time) at the Notice Payment Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are Term Loans or Revolving Loans shall be prepaidLoans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than 11:00 A.M. on the Business Day prior to the date of such prepayment (which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders); (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least (x) $2,000,000 (or such lesser amount as is acceptable to 400,000, in the Administrative Agent) case of Revolving Loans and (y) each $1,000,000, in the case of Term Loans, provided that no partial prepayment of Revolving LIBOR Loans made pursuant to this Section 5.01(a) a Borrowing shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepaymentprovided, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting RF Lender; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 4.01 shall be applied to reduce the remaining Scheduled Term Loan Repayments of such the Term Loans in inverse order on a pro rata basis (based upon the then remaining principal amount of maturityeach such Scheduled Repayment).

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the LoansTerm Loans of a given Tranche, without premium or penaltypenalty (other than as provided in Section 5.01(b)), 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 time) at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether the Term Loans or Revolving of a given Tranche, the amount of the Term Loans shall to be prepaid, the amount of such prepayment and the Types of Term Loans to be prepaid repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Eurodollar LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (1,000,000 or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing may not be continued as is a Borrowing of Eurodollar Loans (and same LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Term Loans of a given Tranche made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Term Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lenderan Extension Amendment; and (iv) each voluntary prepayment in respect of any principal of Initial Term Loans made and Incremental Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be allocated to applied as directed by the Term Loans, with each Term Lender to be allocated its Borrower in the applicable Term Loan Percentage notice of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans delivered pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied or, if no such direction is given, to reduce the then remaining Scheduled Term Loan Repayments of such the applicable Tranche of Term Loans in inverse direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a), if such prepayment would have resulted in a refinancing of all of the Term Loans and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Revolving Loans, without premium any of the Term Loans or penaltythe Swing Line Loans in any combination, in whole or in part at any time and part, from time to time time, without premium or penalty except as set forth in Section 4.5(c) and Section 4.5(e) on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) irrevocable written notice at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are Term Loans, Revolving Loans or Revolving Loans shall be prepaidSwing Line Loans, the amount of such prepayment and the Types of Loans specific Borrowings to which such prepayment is to be prepaid andapplied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurodollar Loans, Eurocurrency Loans and at least one Business Day prior in the specific Borrowing or Borrowings pursuant case of Base Rate Loans to which the date of such Eurodollar Loans were made, prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent shall promptly transmit to each of the applicable Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(aany Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each 500,000; provided, that any partial prepayment of Revolving Eurocurrency Loans made pursuant to this Section 5.01(a) shall be in an a single Borrowing that reduces the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)(i); (iii) Eurocurrency Loans may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election prepaid pursuant to this Section 4.3 on the last day of an Interest Period with respect thereto given by the Borrower shall have no force applicable thereto, or effectsubject to Section 3.5 on any other day; (iiiiv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the terms of Sections 2.13, 2,14 or 2.15, respectively, each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among the Revolving LoansLoans comprising such Borrowing; provided, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Term Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepaymentthen outstanding; and (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Loans pursuant to this Section 5.01(a) (Facility being repaid due within the 12 month period following the date of such prepayment in excess direct order of amounts required to be paid for the applicable period pursuant to Section 5.02) maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in inverse order the absence of maturitysuch request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the its respective Loans, without premium or penaltypenalty (other than as set forth in clause (vi) of this Section 5.01(a)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the such 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 U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans or Canadian CDOR Rate Loans, which notice (in each case) shall specify whether A Term Loans, B Term Loans, 2016 Revolving Loans, 2017 Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans or Canadian CDOR Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans or Canadian CDOR Rate Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 1,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and Agent in any given case), (y) each partial prepayment of 2016 Revolving Loans or 2017 Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 500,000 or $500,000 Canadian Dollars, as applicable, (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 or $100,000 Canadian Dollars (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that (x) if any partial prepayment of Eurodollar LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar LIBOR 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 Borrowers shall have no force or effect and (y) if any partial prepayment of Canadian CDOR Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Canadian CDOR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Canadian CDOR Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing by the U.S. Borrower or any Canadian Borrower shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage pro rata among such Loans of the amount of such prepaymentU.S. Borrower or any Canadian Borrower, respectively, provided that at the relevant Borrower’s election in connection with any prepayment of 2016 Revolving Loans or 2017 Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any 2016 Revolving Loan 2017 Revolving Loan, as applicable, of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated applied to the A Term Loans, with each Loans and B Term Lender to be allocated its applicable Term Loan Percentage of Loans as directed by the amount of such prepaymentU.S. Borrower; and (v) each voluntary prepayment of the A Term Loans and B Term Loans pursuant to this Section 5.01(a) shall reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans as directed by the U.S. Borrower; and (vi) any prepayment of B Term Loans made during the period commencing on the Sixth Amendment Completion Date and ending on the date occurring two years following the Sixth Amendment Completion Date shall be accompanied by the payment of the fee described in excess Section 4.01(f). For the avoidance of amounts required doubt, prior to the 2016 Revolving Loan Maturity Date, the amount of any prepayment of Revolving Loans elected to be paid for made by the applicable period Borrowers pursuant to Section 5.02) 5.01 shall be applied allocated among the Revolving Loans of each Lender pro rata based on each such Lender’s RL Percentage without regard to reduce the remaining Scheduled Term tranche of the Revolving Loan Repayments of Commitments held by such Term Loans in inverse order of maturityLender.

Voluntary Prepayments. (a) Subject to Section 5.05, The US Borrower and the UK Borrower shall have the right to prepay the Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the US Borrower (on its own behalf and on behalf of the UK Borrower) shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s Office (xor, in the case of a Swingline Loan, the Swingline Lender) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Term Loans, Eurodollar Revolving Credit Loans and Eurodollar Extended Revolving Credit Loans) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were madeprepayment shall be applied, and which notice shall be given by the US Borrower no later than (i) in the case of Term Loans, Revolving Credit Loans or Extended Revolving Credit Loans, 10:00 a.m. (Local Time) one Business Day prior to, or (ii) in the case of Swingline Loans, 10:00 a.m. (Local Time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersLenders or the Swingline Lender, as the case may be; (ii) (xb) each partial prepayment of any Borrowing of Term Loans, Revolving Credit Loans pursuant to this Section 5.01(a) or Extended Revolving Credit Loans shall be in a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of the Dollar Equivalent of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of at least the Dollar Equivalent of $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)100,000; provided, provided that if any no partial prepayment of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of for Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Term Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans; and (c) any prepayment of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans pursuant to this Section 5.01(a)5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the US Borrower or the UK Borrower, such prepayment shall notas the case may be, so long as no Default or Event with the applicable provisions of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary Section 2.11. Each prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage tranche of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 5.1 shall be (a) applied to Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche E Term Loans, Tranche G Term Loans, Tranche H Term Loans or Tranche I Term Loans in such manner as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine and (b) applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.Tranche X-0 Xxxxxxxxx Xxxxxxx, Xxxxxxx X-0 Repayment Amounts, Tranche E Repayment Amounts, Tranche G Repayment Amounts,

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) in the case of Base Rate Loans, at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) in the case of Eurodollar Loans, at least three two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the principal amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 500,000 and (y) each partial prepayment of Revolving Swingline Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)50,000, provided PROVIDED that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower Borrower, shall have no force or effect; , (iii) each prepayment pursuant to this Section 5.01(a) 4.01, in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of PRO RATA among such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment in respect of any Term Eurodollar Loans made pursuant to this Section 5.01(a) 4.01 on a day which is not the last day of an Interest Period applicable thereto shall be allocated to accompanied by the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage payment of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (all amounts owing in excess of amounts required to be paid for the applicable period connection therewith pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity1.11.

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower The Borrowers shall have the right to prepay the LoansTerm Loans of any Tranche, without premium or penaltypenalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Lead Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) all of its intent to prepay Eurodollar the Term Loans, which notice (or in each case) shall specify whether the case of any partial prepayment, the Tranche of Term Loans or Revolving Loans shall to be prepaid, the amount of such prepayment and the Term Loans to be prepaid, the Types of Term Loans to be prepaid repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Eurodollar LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (1,000,000 or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), ; provided that if any partial prepayment of Eurodollar LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing may not be continued as is a Borrowing of Eurodollar Loans (and same LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Term Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Term Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lenderan Extension Amendment; and (iv) each voluntary prepayment in respect of any principal of Term Loans made of a given Tranche pursuant to this Section 5.01(a) shall be allocated to applied as directed by Lead Borrower in the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage notice of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans delivered pursuant to this Section 5.01(a) (or, if no such direction is given, in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, Term Loans without premium or penaltypenalty (except as provided in Section 4.1(b)), in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and in the Types case of Loans Eurodollar Term Loans, the specific Borrowing(s) pursuant to which made, which notice shall be prepaid and, given by the Borrower no later than 1:00 p.m. (New York time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were madedate of prepayment, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (xb) each partial prepayment of any Borrowing of Term Loans pursuant to this Section 5.01(a) shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), 5,000,000; provided that if any no partial prepayment of Eurodollar Term Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for Eurodollar Term Loans; (c) any prepayment of Eurodollar Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and pursuant to this Section 4.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower shall have no force or effect; (iii) each with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.01(a4.1(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to reduce the Revolving Loans, with each RL Lender Repayment Amount in such order as the Borrower may determine. All prepayments under this Section 4.1 shall also be subject to be allocated its applicable RL Percentage the provisions of the amount of such prepayment, provided that at Section 4.2(c). At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Term Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the LoansLoans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Facility Agent (with a copy to the Administrative Agent Agent) prior to 12:00 Noon (New York London 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, Loans which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, and the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Facility Agent shall promptly transmit to each of the LendersLenders (with a copy to the Administrative Agent), provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02(a), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02(a); (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable the Minimum Borrowing Amount applicable to the Administrative Agent) and (y) each partial prepayment Type of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 being repaid (or such lesser amount as is acceptable to the Administrative Agent); (iii) such Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the extent such Borrowings would remain outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount in amounts which are less than the Minimum Borrowing Amount applicable thereto, such Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loanscurrent Interest Period) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, ; provided that at the such 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 no Default or and no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect Lender unless and until the outstanding balance of any Term the Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan of all Non-Defaulting Lenders equals such Non-Defaulting Lenders’ Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityoutstanding Loans.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York 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 Eurodollar Loans, which notice (in each case) shall specify whether Term Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; Lenders and (ii) (x) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $2,000,000 1.0 million (or such lesser amount as is acceptable to the Administrative Agent) and (yz) each partial prepayment of Revolving Swingline Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $1,000,000 250,000 (or such lesser amount as is acceptable to the Administrative AgentAgent in any given case), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; effect and (iii) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and part, without penalty or premium except as otherwise provided in this Agreement from time to time on the following terms and conditions: (i) the Borrower shall give provide written notice to the Administrative Agent prior to 12:00 Noon (New York time) at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether Term such Loans are Existing Loans, Revolving Loans or Revolving Loans shall be prepaidSwingline Loans, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant Loans to which such Eurodollar Loans were prepayment is to be made, and which notice the Administrative Agent shall promptly transmit be provided prior to each of the Lenders; 12:00 noon (iiBoston, Massachusetts time) (x) at least one (1) Business Day prior to the date of such prepayment in the case of Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans and (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least ONE MILLION AND NO/100 DOLLARS ($2,000,000 1,000,000.00)(or ONE HUNDRED THOUSAND AND NO/100 DOLLARS (or such lesser amount as is acceptable to $100,000.00) in the Administrative Agent) and (y) each case of Swingline Loans); provided, that no partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing Loan shall reduce the remaining aggregate outstanding principal amount of such Eurodollar Loans made pursuant to such Borrowing Loan to an amount which is less than the Minimum Borrowing Amount minimum borrowing amount applicable thereto, then such Borrowing may not be continued as a Borrowing of under this Agreement for Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period . Except with respect thereto given to prepayments of Swingline Loans, the Administrative Agent shall promptly notify each Lender of any such intended prepayment. Upon receipt by the Borrower shall have no force or effect; (iii) each Administrative Agent, any such prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among the Revolving Loans, with Loans of each RL Lender to be allocated its applicable RL Percentage of the amount of such prepaymentLenders; provided, provided however, 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 no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated , until such time as the proportion that such Lender's Unused Commitment bears to the Term Loans, with each Term Lender Total Commitment Amount is equal to be allocated its applicable Term Loan Percentage of the amount of proportion that such prepayment; and (v) each voluntary prepayment of Lender's Commitment bears to the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityTotal Commitment Amount.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) noon at the Notice Office prior written notice (x) at least one on the same Business Day’s prior written notice Day (or telephonic notice promptly confirmed in writing) in the case of its intent to prepay Base Rate Loans and (y) at least three (3) Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) the case of LIBOR Loans, of its intent to prepay Eurodollar any Loans, which notice (in each case) shall specify whether Incremental Term Loans (including which Class of Term Loans), Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; provided that a notice of prepayment under this Section 5.01 (i) may state that such notice is conditional upon the effectiveness of the receipt of proceeds from the issuance of other Indebtedness or Capital Stock or consummation of an asset sale or the occurrence of other events in which case such notice of prepayment may be rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; (ii) (x) each partial prepayment of Incremental Term Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $2,000,000 5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent) and Agent in any given case), (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a5.01 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is reasonably acceptable to the Administrative AgentAgent in any given case), provided that if any partial prepayment ; (iii) except for prepayments made with proceeds of Eurodollar Other Revolving Loans or loans made pursuant to any Borrowing Replacement Revolving Loan Commitments at the time of the establishment of Other Revolving Commitments or Replacement Revolving Loan Commitments, as the case may be, pursuant to Section 2.17, which Loans shall reduce be used first to refinance the outstanding Revolving Loans being refinanced on a basis so that, after giving effect thereto, the outstandings of each Revolving Lender are in accordance with its Revolving Percentages, each prepayment of Revolving Loans pursuant to this Section 5.01 shall be made in proportion to the outstanding principal amount of Eurodollar Revolving Loans made of the various Revolving Lenders, so that each Revolving Lender’s outstandings pursuant to such Borrowing its Revolving Loan Commitments reflect its respective Revolving Percentages as from time to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans time in effect and (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iiiiv) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penaltypenalty (except as provided below in Section 4.01(c)), 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 1:00 PM (New York City time) at the Notice Office (xA) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans were made, and which notice the Administrative Agent shall shall, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as constitutes a single Borrowing or is otherwise reasonably acceptable to the Administrative Agent), ; provided that if any partial prepayment of Eurodollar LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with ; and (iv) each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.024.01(a) shall be applied to reduce the then remaining Scheduled Term Loan Initial Repayments of as directed by the Borrower or, absent such Term Loans direction, in inverse direct order of maturitymaturity thereof. A notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Revolving Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one three Business Day’s Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Revolving Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Revolving Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) 4.01 shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)2,000,000, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) 4.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower The Borrowers shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans, Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $500,000 in the Administrative Agentcase of Swingline Loans), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower Borrowers shall have no force or effect; (iii) each at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01(a4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)Loans, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan the prepayment of Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityBank.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the LoansTerm Loans of a given Tranche, 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 time) at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether the Term Loans or Revolving of a given Tranche, the amount of the Term Loans shall to be prepaid, the amount of such prepayment and the Types of Term Loans to be prepaid repaid and, in the case of Eurodollar LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (1,000,000 or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing may not be continued as is a Borrowing of Eurodollar Loans (and same LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Term Loans of a given Tranche made pursuant to a Borrowing shall be applied pro rata among such Term Loans of such Tranche. Notwithstanding anything to the Revolving Loanscontrary contained in this Agreement, with each RL Lender to be allocated its applicable RL Percentage any such notice of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), if such prepayment shall not, so long as no Default or Event would have resulted in a refinancing of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment all of the Term Loans pursuant and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to this Section 5.01(athe Administrative Agent on or prior to the specified effective date) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of if such Term Loans in inverse order of maturitycondition is not satisfied.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay Loans in whole or in part from time to time upon prior notice to the Administrative Agent; provided, however, that (i) each partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof (or the then remaining principal balance of the Revolving Loans, the Delayed-Draw Term Loans or the Tranche B Term Loan, as applicable, if less) and (ii) any prepayment of the Delayed-Draw Term Loans or the Tranche B Term Loan shall be applied ratably to the Delayed-Draw Term Loans and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments). Subject to the foregoing terms, amounts prepaid under this Section 3.3(a) shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to Revolving Loans and then ratably to the Delayed-Draw Term Loans and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(a) shall be subject to Section 3.12, but otherwise without premium or penalty, in whole or in part at any time and from time to time shall be accompanied by interest on the following terms and conditions: (i) principal amount prepaid through the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) date of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the prepayment. The Administrative Agent shall promptly transmit to notify each affected Lender of receipt by the Lenders; (ii) (x) each partial prepayment Administrative Agent of Term Loans any notice from the Borrower pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent3.3(a), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, Revolving Loans and Swingline Loans 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 time) Payments Administrator at the Notice Payments Administrator's 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Administrative Agent Borrower no later than (x) in the case of Revolving Loans, 11:00 A.M. (New York time) one Business Day prior to, or (y) in the case of Swingline Loans, 11:00 A.M. (New York time) on the date of such prepayment and shall promptly transmit be transmitted by the Payments Administrator to each of the Banks or Swingline Lenders, as the case may be; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)25,000,000, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of for Eurodollar Loans (Loans; and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans or Swingline Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect Bank at any time when the aggregate amount of Revolving Loans of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The Borrower shall not have the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant right to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityvoluntarily prepay any Competitive Bid Loans.

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower The Borrowers shall have the right to prepay the Loans, without premium or penaltysubject, in the case of Term Loans, to the Prepayment Premium, if applicable, in whole or in part at any time and from time to time on the following terms and conditions: (ii)(A) in the case of Term Loans, the Term Borrower shall give the Administrative Agent Agents prior to 12:00 Noon 10:00 A.M. (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 and (y) at least three one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) may be conditioned on the occurrence of a specified transaction and revoked if such transaction does not occur and shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment of Term Loans and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersLenders and (B) no notice shall be required with respect to the repayment of Revolving Loans provided that prepayment of a Revolving Loan may only be made on Wednesday of each calendar week; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) 6.01 shall be in an aggregate principal amount of at least $2,000,000 250,000 (or such lesser amount as is acceptable to the Administrative Agent) Agents in any given case), and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) 6.01 shall be in an aggregate principal amount of at least $1,000,000 250,000 (or, if the total outstanding amount of Revolving Loans then outstanding is less than $250,000, such lesser amount) (or other such lesser amount as is acceptable to the Administrative AgentAgents), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the a Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) 6.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)6.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 6.01 shall be applied to the Term Loans on a pro rata basis; (v) each prepayment of Term Loans pursuant to this Section 6.01 shall reduce the then remaining Scheduled Term Loan Repayments of such the Term Loans in inverse order as directed by the Term Borrower, (vi) the Term Borrower shall not prepay Term Loans with the proceeds of maturityany Revolving Loans and (vii) the Availability after giving effect to such prepayment shall not be less than $2,000,000.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penaltyLoans made to it, in whole or in part at any time and part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify whether such Loans are A Term Loans, B Term Loans, C Term Loans, D Term Loans, Revolving Loans or Revolving Loans shall be prepaidSwingline Loans, the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 1:00 P.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to be prepaid and, the date of such prepayment in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall, except in the case of Swingline Loans, promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $500,000 in the Administrative Agentcase of Swingline Loans); PROVIDED, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of ; (iii) Eurodollar Loans (and same shall automatically may only be converted into a Borrowing of Base Rate Loansprepaid pursuant to this Section 4.01(a) and any election on the last day of an Interest Period with respect thereto given by applicable thereto, unless the Borrower shall have no force or effectpays all amounts owing under Section 1.11 as a result of repaying such Eurodollar Loans on a day other than the last day of the Interest Period applicable thereto; (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving PRO RATA among such Loans; PROVIDED, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect Bank at any time when the aggregate amount of Revolving Loans of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of the amount of such prepaymentall Revolving Loans then outstanding; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a4.01(a) must consist of a prepayment of A Term Loans (in excess an amount equal to the A TL Percentage of amounts required such prepayment), B Term Loans (in an amount equal to be paid for the applicable period B TL Percentage of such prepayment), C Term Loans (in an amount equal to the C TL Percentage of such prepayment) and D Term Loans (in an amount equal to the D TL Percentage of such prepayment); (vi) each prepayment of A Term Loans pursuant to this Section 5.024.01(a) shall be applied (x) first, to reduce the next two Scheduled A Repayments to occur after the date of such prepayment in direct order of maturity and (y) thereafter, to reduce the then remaining Scheduled A Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled A Repayment); (vii) each prepayment of B Term Loan Loans pursuant to this Section 4.01(a) shall be applied (x) first, to reduce the next two Scheduled B Repayments to occur after the date of such prepayment in direct order of maturity and (y) thereafter, to reduce the then remaining Scheduled B Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled B Repayment); (viii) each prepayment of C Term Loans pursuant to this Section 4.01(a) shall be applied (x) first, to reduce the next two Scheduled C Repayments to occur after the date of such prepayment in inverse direct order of maturitymaturity and (y) thereafter, to reduce the then remaining Scheduled C Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled C Repayment); and (ix) each prepayment of D Term Loans pursuant to this Section 4.01(a) shall be applied (x) first to reduce the next two Scheduled D Repayments to occur after the date of such prepayment in direct order of maturity and (y) thereafter, to reduce the then remaining Scheduled D Repayments on a PRO RATA basis (based upon the then remaining principal amount of each such Scheduled D Repayment).

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, Loans owing by it in whole or in part at any time and part, without penalty or fee except as otherwise provided in this Agreement, 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 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term such Loans are Revolving Loans or Revolving Loans shall be prepaidSwingline Loans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower at least two Business Days prior to (or in the case of Swingline Loans prior to 12:00 Noon (New York Time) on) the date of such prepayment, which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersBanks (except in respect of Swingline Loans); (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each or, in respect of a partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be any Borrowing of Swingline Loans, in an aggregate such lesser principal amount of at least $1,000,000 (or such lesser amount as is acceptable may be satisfactory to the Administrative AgentScotiabank), provided that if any no partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar Loans made outstanding pursuant to such a Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (; and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of pro rata among such prepayment, Loans provided that at the Borrower’s 's election in connection with no portion of any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments Revolving Loans of such Term Loans in inverse order of maturitya Defaulting Bank.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the LoansLoans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon 2:00 P.M. (New York time) at the its Notice Office (x) in the case of Base Rate Loans, at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Base Rate Loans (or same day notice in the case of Swingline Loans, provided such notice is given prior to 12:00 Noon (New York time)) and (y) in all other cases, at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Euro Rate Loans, which notice (in each case) shall specify whether U.S. Borrower Tranche A Term Loans, German Borrower Tranche A Term Loans, Delayed Draw Term Loans, Tranche B Term Loans, Tranche C Term Loans, Dollar Revolving Loans or Revolving Deutsche Mark Xxxolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersLenders with Loans of the respective Tranche; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least (x) in the case of Base Rate Loans, $2,000,000 1,000,000 (or such lesser amount as is acceptable to $100,000 in the Administrative Agentcase of Swingline Loans) and (y) each partial prepayment in the case of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of Euro Rate Loans, at least $1,000,000 2,000,000 (or such lesser amount as is acceptable to the Administrative AgentDeutsche Mark Xxxivalent thereof in the case of Deutsche Mark Xxxns), provided that if any partial prepayment of Eurodollar Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Euro Rate Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount applicable theretofor such Tranche and Type of Loans, then such Borrowing may not be continued as a Borrowing (x) in the case of Eurodollar Loans (and same Dollar Loans, shall automatically be converted at the end of the then current Interest Period into a Borrowing of Base Rate LoansLoans and (y) and any election in the case of an Deutsche Mark Xxxns, shall be repaid in full at the end of the then current Interest Period with respect thereto given by the Borrower shall have no force or effectPeriod; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated subject to the Term Loansimmediately succeeding sentence, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.024.01(a) shall be applied pro rata to each Tranche of Term Loans (based upon the then outstanding principal amount of U.S. Borrower Tranche A Term Loans, German Borrower Tranche A Term Loans (taking the Dollar Equivalent thereof), Delayed Draw Term Loans, Tranche B Term Loans and Tranche C Term Loans); and (v) subject to the immediately succeeding sentence, each voluntary prepayment of any Tranche of Term Loans (after giving effect to any applicable requirements set forth above) shall apply to reduce the then remaining Scheduled Term Loan Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of such Scheduled Repayments of the respective Tranche of Term Loans, after giving effect to all prior reductions thereto). Notwithstanding clauses (iv) and (v) of the immediately preceding sentence, the U.S. Borrower may direct that any voluntary prepayment of Term Loans be applied (x) first, to Scheduled Repayments of Term Loans which shall be due and payable within 12 months from the date of the respective voluntary pre-payment, in inverse direct order of maturitymaturity (which may result in a disproportionate allocation to the various Tranches of Term Loans) and (y) to the extent in excess of the amounts to be applied pursuant to the preceding clause (x), as provided in the immediately preceding sentence (without giving regard to this sentence). The provisions of this Section 4.01 are further subject to the provisions of Section 4.05.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, Loans in whole or in part at any time and part, without penalty or fee except as otherwise provided in this Agreement, 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 time) at the Notice Payment 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are Term Loans, Revolving Loans or Revolving Loans shall be prepaidSwingline Loans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Administrative Agent Borrower at least two Business Days prior to (or in the case of Swingline Loans prior to 12:00 Noon (New York Time) on) the date of such prepayment, which notice shall promptly transmit be transmitted by the Agent to each of the LendersBanks (except in respect of Swingline Loans); (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each or, in respect of a partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be any Borrowing of Swingline Loans, in an aggregate such lesser principal amount of at least $1,000,000 (or such lesser amount as is acceptable may be satisfactory to the Administrative AgentBTCo), provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to ; (iv) Eurodollar Loans may be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any designated for prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to 4.1 only on the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage last day of the amount of such prepaymentInterest Period applicable thereto; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 4.1 shall be applied to reduce the remaining Scheduled Term Loan Repayments of such the Term Loans in inverse order of maturity; provided that notwithstanding the foregoing, the Borrower may elect to apply repayments of Term Loans pursuant to this Section 4.1 to the next two Scheduled Repayments which are scheduled (without giving effect to any prior reductions to Scheduled Repayments) to be made after the date of such prepayment.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the LoansRevolving Loans incurred by it, without premium or penaltypenalty (except for amounts payable to Section 1.11), in whole or in part at any time and part, from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Payment 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Revolving Loans, which notice (in each case) shall specify specifying whether Term such Revolving Loans are Tranche 1 Revolving Loans or Tranche 2 Revolving Loans shall be prepaidLoans, the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be received by the Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to be prepaid andthe date of such prepayment, or (y) in the case of Eurodollar Loans, at least three Business Days prior to the specific Borrowing or Borrowings pursuant to which date of such Eurodollar Loans were made, prepayment and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each 1,000,000, provided that no partial prepayment of any Revolving Loans pursuant to this Section 5.01(a) shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Revolving Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing under a single Tranche to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect$1,000,000; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans, ; (iv) prepayments of Eurodollar Loans made pursuant to this Section 4.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with each RL Lender such prepayment any payments required to be allocated its applicable RL Percentage of the amount made pursuant to Section 1.11 as a result of such prepayment, provided that at the Borrower’s election in connection with any prepayment are made; and (v) each prepayment of Tranche 2 Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 4.01 shall be applied to reduce the remaining Scheduled Term Loan Repayments of pro rata among such Term Loans in inverse order of maturityTranche 2 Revolving Loans.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the LoansLoans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time or, in the case of Sterling Loans, London time) at the its Notice Office (x) in the case of Base Rate Loans, at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Base Rate Loans (or same day notice in the case of Swingline Loans, provided such notice is given prior to 11:00 A.M. (New York time)) and (y) in all other cases, at least three two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Euro Rate Loans, which notice (in each case) shall specify whether Adience B Term Loans, Newco A Term Loans, Newco B Term Loans, Dollar Revolving Loans, Sterling Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least (x) in the case of Dollar Loans, $2,000,000 1,000,000 (or such lesser amount as is acceptable to $100,000 in the Administrative Agentcase of Swingline Loans) and (y) each partial prepayment in the case of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of Sterling Loans, at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)pounds)500,000, provided that if any partial prepayment of Eurodollar Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar out standing Euro Rate Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount applicable theretofor such Tranche and Type of Loans, then (x) in the case of Dollar Loans, such Borrowing may not be continued as a Borrowing of Eurodollar 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 Adience or Newco, as the Borrower case may be, shall have no force or effecteffect and (y) in the case of a Borrowing of Sterling Loans, such Borrowing shall be required to be prepaid in full at such time; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Newco Term Loans made pursuant to this Section 5.01(a4.01(a) shall be allocated applied pro rata to each Tranche of Newco Term Loans (based upon the then outstanding principal amount of Newco A Term Loans and Newco B Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment); and (v) each voluntary prepayment of the any Tranche of Term Loans pursuant (after giving effect to this Section 5.01(a) (in excess of amounts required to be paid for the any applicable period pursuant to Section 5.02requirements set forth above) shall be applied apply to reduce the then remaining Scheduled Term Loan Repayments of such Tranche of Term Loans in inverse order on a pro rata basis (based upon the then remaining principal amounts of maturitysuch Scheduled Repayments of the respective Tranche of Term Loans, after giving effect to all prior reductions thereto).

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, Revolving Credit Loans and Swingline Loans in whole or in part at any time and from time to time on the following terms and conditions: conditions (isuch prepayments to be applied to the Class or Classes as the Borrower may specify and applied within each Class in such order as the Borrower may specify): (a) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Revolving Credit Loans, 10:00 a.m. (New York time) one Business Day prior to, or (ii) in the case of Swingline Loans to be prepaid or Protective Advances, 10:00 a.m. (New York time) on, the date of such prepayment and, in the case of Eurodollar Loans, the specific Borrowing a prepayment of Revolving Credit Loans or Borrowings pursuant to which such Eurodollar Swingline Loans were made, and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersLenders or the Swingline Lender, as the case may be; (ii) (xb) each partial prepayment of Term any Borrowing of Revolving Credit Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount a multiple of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 100,000 and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (and each partial prepayment of Swingline Loans or such lesser Protective Advances shall be in a multiple of $100,000 and in an aggregate principal amount as is acceptable to the Administrative Agent)of at least $100,000, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans $2,000,000; and (and same shall automatically be converted into a Borrowing of Base Rate Loansc) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Eurodollar Loans pursuant to this Section 5.01(a)5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Notwithstanding the foregoing, such prepayment the Borrower shall not, so long as no Default or Event of Default then exists, not be applied permitted to prepay any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment Credit Loans or Swingline Loans under this Agreement, in respect of whole or in part, if at such time, any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityProtective Advances are outstanding.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to --------------------- prepay the LoansLoans in whole or in part, 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 time) at the Notice Payment 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are A Term Loans, B Term Loans, Revolving Loans or Revolving Loans shall be prepaidSwingline Loans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least five Business Days prior to the date of such prepayment (other than Revolving Loans with respect to which notice shall be given by the Borrower at least three Business Days prior to the date of prepayment for Revolving Loans which are Eurodollar Loans were madeand one Business Day for Revolving Loans which are Base Rate Loans, and Swingline Loans, with respect to which notice shall be given by the Administrative Agent Borrower on the day of prepayment), which notice shall promptly transmit be transmitted by the Agent to each of the Lenders; , provided that no notice shall be required with respect -------- to any prepayments made with funds received by the Agent from the Blocked Accounts (such funds, "Blocked Account Proceeds") as provided in Section 4.05, ------------------------ ------------ which funds shall be applied by the Agent on a daily basis or such other frequency as the Agent may determine, (ii) (x) each partial prepayment of Term any Borrowing (other than any Borrowing of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment a Borrowing of Revolving Loans pursuant to this Section 5.01(athat is prepaid solely with Blocked Account Proceeds) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)and, if greater in an integral multiple of $100,000, provided that if any no partial prepayment of Eurodollar -------- Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01(a4.01 on any date other than the ------------ last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) each prepayment in respect of ------------ any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such --- ---- Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that (A) at the Borrower’s 's election in connection with any -------- prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment ------------ shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; , and (ivB) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) Blocked Account Proceeds shall be allocated applied first to the Term prepay any outstanding ----- Swingline Loans and second to prepay any outstanding Revolving Loans, and, with each Term Lender ------ respect to be allocated its applicable Term Loan Percentage of the amount of such prepaymentRevolving Loans, first to prepay any Base Rate Loans and second ----- ------ to prepay any Eurodollar Loans; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 4.01 shall be applied to A Term Loans (in an amount equal to the ------------ A Term Loan Percentage of such prepayment) and B Term Loans (in an amount equal to the B Term Loan Percentage of such prepayment) and shall be applied first 50% ----- to reduce the remaining Scheduled Repayments of each of the A Term Loans and B Term Loans pro rata (with each Scheduled Repayment of the A Term Loan or B Term --- ---- Loan as the case may be being prepaid by an amount equal to the product of 50% of the prepayment amount applicable to the A Term Loan or B Term Loan multiplied by a fraction the numerator of which is the Scheduled Repayment (as reduced by prepayments previously made) and the denominator of which shall be the remaining unpaid balance of the A Term Loans or the B Term Loans, as the case may be) and second 50% to reduce the remaining Scheduled Repayments of such each of the A Term ------ Loans and the B Term Loans in the inverse order of their maturity.

Voluntary Prepayments. (aas defined in the First Lien Credit Agreement) Subject and (z) the Loans) made by the Borrower and the subsidiaries during such fiscal year, but only to Section 5.05the extent that such prepayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Indebtedness, (v) additions to noncash working capital for such fiscal year (i.e., the Borrower shall have the right to prepay the Loansincrease, without premium or penaltyif any, in whole Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), (vi) cash used during such fiscal year to finance Permitted Acquisitions or (without duplication) to be used to finance Permitted Acquisitions for which a binding agreement was entered into during such fiscal year, in part at any time and from time each case except to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day’s prior written notice extent financed (or telephonic notice promptly confirmed in writingproposed to be financed) with the proceeds of its intent to prepay Base Rate Indebtedness (other than Revolving Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice Swingline Loans (in each case, as defined in the First Lien Credit Agreement)), equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (vii) shall specify whether Term Loans or Revolving Loans shall be prepaid, the aggregate amount of Restricted Payments made during such prepayment and the Types of Loans to be prepaid and, fiscal year in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenderscash in accordance with Section 6.06(a)(ii); (iiviii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an the aggregate principal amount of at least $2,000,000 (cash payments made during such fiscal year on account of or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election otherwise in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(athe charges, costs or expenses described in sub-clauses (a)(vi), such prepayment shall not(vii), so long as no Default or Event (viii), (ix), (xi) and (xii) of Default then existsthe definition of Consolidated EBITDA, be applied in each case to any Revolving Loan of a Defaulting Lenderthe extent included in determining Consolidated EBITDA; (ivix) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated an amount equal to the Term Loansaggregate gain on any Asset Sale by the Borrower or its Subsidiaries during such fiscal year, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepaymentextent included in determining Consolidated Net Income; and (vx) each voluntary prepayment an amount equal to the aggregate gain on any event which would be an Asset Sale by the Borrower or its Subsidiaries during such fiscal year but for the parenthetical clause in clause (b) of the Term Loans pursuant definition thereof, to this Section 5.01(a) (the extent included in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturitydetermining Consolidated Net Income.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Term Loans, Term C Loans, and Revolving Credit Loans, without premium or penaltypenalty (other than as provided in Section 4.1(b) and Section (A)(4) of the 2016 Incremental Amendment and amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of LIBOR Loans or Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part at any time and part, from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s Office (x) at least one Business Day’s prior revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans or Term SOFR Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than 1:00 p.m. (x) one (1) Business Day prior to (in the case of ABR Loans) or (y) three (3) Business Days prior to (in the case of LIBOR Loans or Term SOFR Loans) (or, in each case, such shorter time as the Administrative Agent shall promptly transmit to each of the Lenders; may agree), (ii) (xb) each partial prepayment of any Borrowing of Term Loans, Term C Loans pursuant to this Section 5.01(a) or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each 5,000,000; provided that no partial prepayment of Revolving LIBOR Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount Term SOFR Loans, as is acceptable to the Administrative Agent)applicable, provided that if any partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar LIBOR Loans or Term SOFR Loans, as applicable, made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretofor LIBOR Loans or Term SOFR Loans, then such Borrowing may not be continued as a Borrowing applicable, and (c) any prepayment of Eurodollar LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and or Term SOFR Loans pursuant to this Section 5.1 on any election day prior to the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower shall have no force or effect; (iii) each with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans and Term C Loans pursuant to this Section 5.01(a5.1 shall be (a) applied to the Class or Classes of Term Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in respect the case of any Revolving Term Loans, applied to reduce Repayment Amounts in such order as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans made pursuant to a Borrowing reduce Repayment Amounts or prepayments of Term Loans or Term C Loans as between existing Classes of Term Loans or Term C Loans, as applicable, the Borrower shall be deemed to have elected that (i) in the case of Term Loans, such prepayments be applied to reduce the Revolving Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans 161 AMERICAS 122173769123894352 then outstanding, if no Class was specified and (ii) in the case of Term C Loans, with each RL Lender such prepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. All prepayments under this Section 5.1 shall also be subject to be allocated its applicable RL Percentage the provisions of the amount of such prepaymentSection 5.2(d) or (e), provided that at as applicable. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Revolving Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Revolving Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Revolving Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) each prepayment (x) each partial except any prepayment in full of Term Loans pursuant to this Section 5.01(aa Borrowing) shall be in an aggregate principal a minimum amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) 1,000,000 and, if greater, shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)integral multiples thereof, provided PROVIDED that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, $10,000,000 then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01(a3.01 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall pay the amounts then required pursuant to Section 1.11 and (iv) except as provided in clause (b) of this Section 3.01, each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to PRO RATA among the Banks which made such Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent's 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 AM. (New York time) one Business Day prior to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersLenders or Chase, as the case may be; (ii) (xb) each partial prepayment of any Borrowing of Term Loans pursuant to this Section 5.01(a) or Revolving Credit Loans shall be in an aggregate principal amount a multiple of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 100,000 and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount as is acceptable to the Administrative Agent)of at least $100,000, provided PROVIDED that if any no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (c) any prepayment of Eurodollar Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower shall have no force with the applicable provisions of Section 2.11. Each prepayment in respect of either or effect; (iii) each prepayment both trances of Term Loans pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing 5.1 shall be (a) applied to Tranche B Term Loans or Tranche C Term Loans in such manner as the Revolving Loans, with each RL Lender Borrower may determine and (b) applied to be allocated its applicable RL Percentage of reduce Tranche B Repayment Amount s or Tranche C Repayment Amounts in such order as the amount of such prepayment, provided that at Borrower may determine. At the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to t o this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types Type of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $100,000 in the Administrative Agentcase of Swingline Loans), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that subject to Section 1.152.15, at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a4.015.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any the prepayment of Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower shall have the right to prepay the Loans, without premium or penalty, Loans 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 time) irrevocable written notice at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term the Loans or Revolving Loans shall be prepaidSwing Line Loans, the amount of such prepayment and the Types of Loans specific Borrowings to which such prepayment is to be prepaid andapplied, which notice shall be given by Borrower to Administrative Agent by 12:00 noon (New York City time) (x) on the date of prepayment with respect to Swing Line Loans, (y) at least one Business Day prior to the date of such prepayment with respect to Revolving Loans or Term Loans that are Base Rate Loans and (z) at least three Business Days prior to the date of such prepayment with respect to Eurodollar Loans and which notice shall (except in the case of Eurodollar Swing Line Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the ) promptly be transmitted by Administrative Agent shall promptly transmit to each of the applicable Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount any Borrowing (other than a Borrowing of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(aSwing Line Loans) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount as is acceptable to the Administrative Agent), of at least $250,000; provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of ; (iii) Eurodollar Loans (and same shall automatically may only be converted into a Borrowing of Base Rate Loans) and any election prepaid pursuant to this Section 4.3 on the last day of an Interest Period with respect applicable thereto given by the Borrower shall have no force or effecton any other day subject to Section 3.5; and (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among the Revolving LoansLoans comprising such Borrowing provided, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender; (iv) each voluntary 's Revolver Pro Rata Share of all Revolving Loans then outstanding. Voluntary prepayments of Term Loans shall be applied first to the Scheduled Term A Repayments and the Aggregate Scheduled Term B Repayments due within the 6 month period following the date of such prepayment in respect direct order of any Term Loans made pursuant to this Section 5.01(a) maturity and, thereafter, shall be allocated applied in proportional amounts equal to the Term LoansA Percentage and Term B Percentage (in each case, with after giving effect to the prepayments made to the Scheduled Term A Repayments and Aggregate Scheduled Term B Repayments due within such 6 month period as specified above), as the case may be, of such remaining prepayment, if any, and within each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) Loan, shall be applied to reduce the remaining Scheduled Term Loan A Repayments and Aggregate Scheduled Term B Repayments on a pro rata basis. Unless otherwise specified by Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurodollar Loans as Borrower shall request (and in the absence of such request, as Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent. Notwithstanding anything else in this Section 4.3(a) to the contrary, voluntary prepayments of Term Loans occurring during the Elevated Leverage Period shall be applied in proportional amounts equal to the Term A Percentage and Term B Percentage of such prepayment to the Term A Loans and Term B Loans, respectively, and within each Term Loan, shall be applied to reduce the remaining Scheduled Term A Repayments and Aggregate Scheduled Term B Repayments, as applicable, in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the LoansRevolving Loans and Swingline Loans made to it in whole or in part, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Payment 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 such Revolving Loans or Swingline Loans, the amount of such prepayment, the currency in which such Revolving Loans or Swingline Loans are denominated and the specific Borrowing(s) pursuant to which such Revolving Loans or Swingline Loans were made, which notice shall be given by such Borrower (x) at least three Business Days prior to the date of such prepayment, in the case of Revolving Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, on the amount date of such prepayment and the Types of Loans to be prepaid andprepayment, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Swingline Loans were made, and which notice in each case, shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersLenders (or the Swingline Lender as applicable); (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to or, in each case, the Administrative AgentDollar Equivalent thereof), provided that if any no partial prepayment of Eurodollar Revolving Loans or Swingline Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the Swingline Loans made or the Revolving Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment in respect prepayments of any Term Eurodollar Loans made pursuant to this Section 5.01(a) shall 3.01 may only be allocated to made on the Term Loans, last day of an Interest Period applicable thereto unless concurrently with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts any payments required to be paid for the applicable period made pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments 1.12 as a result of such Term Loans in inverse order prepayment are made. No Borrower shall have the right under this Section 3.01 to prepay any principal amount of maturityany Competitive Bid Loans.

Voluntary Prepayments. (a) Subject At any time and from time to Section 5.05time, the Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: part, without premium or penalty (except as provided in clause (C) below), (i) pursuant to the Borrower shall give Sweep Program, if such program is in effect, with respect to Swingline Loans, or (ii) otherwise upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to 12:00 Noon each intended prepayment of LIBOR Loans and one (New York time1) at the Notice Office (x) at least one Business Day’s Day prior written notice (or telephonic notice promptly confirmed in writing) to each intended prepayment of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar other than Swingline Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to may be prepaid andon a same-day basis), in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided that (ii) (xA) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least not less than $2,000,000 3,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or such lesser amount as is acceptable to $500,000 and $100,000, respectively, in the Administrative Agentcase of Swingline Loans), (B) and (y) each no partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of Eurodollar the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto$3,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, then such Borrowing may not and (C) unless made together with all amounts required under Section 2.18 to be continued paid as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount consequence of such prepayment, provided that at the Borrower’s election in connection with any a prepayment of Revolving 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 the Loans to be prepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Loans prepaid pursuant to this Section 5.01(a)subsection (a) may be reborrowed, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated subject to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage terms and conditions of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityAgreement.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the LoansLoans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent (x) prior to 10:00 A.M. (New York time) at the Notice Office on the date of such prepayment in the case of Base Rate Loans and (y) prior to 12:00 Noon (New York 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Euro Rate Loans, which notice (in each case) shall specify whether Term U.S. Loans or Revolving German Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Euro Rate Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $2,000,000 1,000,000, in the case of U.S. Loans, and €1,000,000, in the case of German Loans (or such lesser amount as is acceptable to the Administrative Agent) and (y) or, in each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or case, such lesser amount as is acceptable to the Administrative Agent), provided that (x) if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the such Borrower shall have no force or effecteffect and (y) in the case of partial prepayments of any Borrowing of Euro Rate Loans, the German Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, in the case of Euro Rate Loans, the German Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period), unless at such time the German Borrower combines separate Borrowings into one Borrowing, which such Borrowing shall be greater than or equal to the Minimum Borrowing Amount; (iii) each prepayment pursuant to this Section 5.01(a4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.024.01(a) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such Term Loans the relevant Tranche in a manner to be determined by the relevant Borrower at the time that it delivers a (and as specified in the respective) notice of prepayment pursuant to this Section 4.01(a) (i.e., in direct order of maturity, in inverse order of maturitymaturity or pro rata based upon the then remaining principal amount of each such Scheduled Term Loan Repayment after giving effect to all prior reductions thereto), although if the applicable Borrower fails to so specify the manner of application in any such notice, such voluntary prepayment shall be applied (1) first, to reduce the Scheduled Term Loan Repayments (if any) with respect to the relevant Tranche which are due on the four Scheduled Term Loan Repayment Dates immediately following the date of such prepayment and (2) second, to the extent in excess thereof to reduce the then remaining Scheduled Term Loan Repayments of the relevant Tranche on a pro rata basis based upon the then remaining principal amount of each such Scheduled Term Loan Repayment of the relevant Tranche after giving effect to all prior reductions thereto.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the Loans, Loans without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its Notice Office (x) at least one two Business Day’s Days' prior written notice (or telephonic in the case of Eurocurrency Rate Loans) and same-day prior notice promptly confirmed (in writingthe case of Base Rate Loans) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and prepayment, the Types of Loans to be prepaid prepaid, and, in the case of Eurodollar Eurocurrency Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to in the Administrative Agent), case of Base Rate Loans and $5,000,000 in the case of Eurocurrency Rate Loans; provided that if any no partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000 in the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing case of Base Rate Loans and $5,000,000 in the case of Eurocurrency Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment prepayments of Eurocurrency Rate Loans made pursuant to this Section 5.01(a5.01 may only be made if at the time of such prepayment such Borrower shall have paid in full all amounts requested by any of the Banks pursuant to Section 2.11; and (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent's 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersLenders or Chase, as the case may be; (ii) (xb) each partial prepayment of any Borrowing of Term Loans pursuant to this Section 5.01(a) or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Swingline Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)500,000, provided that if any no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount that is greater than zero but less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; (c) any prepayment of Eurodollar Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower shall have no force or effectwith the applicable provisions of Section 2.11; and (iiid) each prepayment pursuant to this Section 5.01(a) in respect of any either or both tranches of Term Loans or in respect of Revolving Loans Credit Loans, in each case made pursuant to a particular Borrowing shall be applied to pro rata among the Lenders holding Loans comprising such Borrowing of Term Loans or Revolving Credit Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.Section

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right --------------------- to prepay the LoansLoans made to it, in whole or in part, without premium or penalty, except as otherwise provided in whole or in part at any time and this Agreement, 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 time) at the its 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify whether such Loans are Term Loans, Revolving Loans or Revolving Loans shall be prepaidSwingline Loans, the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 11:00 A.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to be prepaid and, the date of such prepayment in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall, except in the Administrative case of Swingline Loans, promptly be transmitted by the Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative AgentA) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 in the case of Eurodollar Loans and (B) at least $500,000 in the case of Base Rate Loans (or such lesser amount as is acceptable to $100,000 in the Administrative Agentcase of Swingline Loans); provided, provided that if any no partial prepayment -------- of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of the Eurodollar Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans; provided, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the --- ---- -------- Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting LenderBank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of all Revolving Loans then outstanding; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 4.01 shall be applied to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining --- ---- principal amount of each such Term Loans in inverse order of maturityScheduled Repayment).

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penaltypenalty (except as set forth in Section 4.01(f)), 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 time) 11:00 a.m. at the Notice Office prior written notice (x) at least one on the same Business Day’s prior written notice Day (or telephonic notice promptly confirmed in writing) in the case of its intent to prepay Base Rate Loans and (y) at least three (3) Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) the case of LIBOR Loans, of its intent to prepay Eurodollar any Loans, which notice (in each case) shall specify whether Term Loans (including which Class of Term Loans), Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; provided that a notice of prepayment under this Section 5.01 (i) may state that such notice is conditional upon the effectiveness of the receipt of proceeds from the issuance of other Indebtedness or Capital Stock or consummation of an asset sale or the occurrence of other events in which case such notice of prepayment may be rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $2,000,000 5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent) and Agent in any given case), (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a5.01 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is reasonably acceptable to the Administrative AgentAgent in any given case), ; provided that if any partial prepayment of Eurodollar LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar LIBOR Loans after the end of the Interest Period then applicable thereto (and the same shall automatically be converted into a Borrowing of Base Rate LoansLoans at the end of such Interest Period) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) except as otherwise provided in Section 4.02 and except for prepayments made with proceeds of Other Revolving Loans or loans made pursuant to Replacement Revolving Loan Commitments at the time of the establishment of Other Revolving Commitments or Replacement Revolving Loan Commitments, as the case may be, pursuant to Section 2.17 or 13.10(c), which Loans shall be used first to refinance the outstanding Revolving Loans being refinanced on a basis so that, after giving effect thereto, the outstandings of each RL Lender are in accordance with its RL Percentages, each prepayment of Revolving Loans pursuant to this Section 5.01 shall be made in proportion to the outstanding principal of Revolving Loans of the various RL Lenders, so that each RL Lender’s outstandings pursuant to its Revolving Loan Commitments reflect their respective RL Percentages as from time to time in effect; (iv) except for repayments with proceeds of Other Term Loans or Replacement Term Loans, which shall be applied to repay the Term Loans being refinanced, each prepayment of Term Loans pursuant to this Section 5.01 shall be applied to such Class or Classes of outstanding Term Loans as shall be directed by the Borrower (with each such prepayment applied to a given Class to be applied on a pro rata basis to the Term Loans comprising such Class); (v) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (vvi) each voluntary prepayment of the Term Loans of any Class pursuant to this Section 5.01(a5.01 shall reduce the then remaining scheduled amortization payments thereto in such manner as directed by the Borrower; and (vii) (in excess each voluntary prepayment of amounts required to be paid for the applicable period Initial Tranche B-1 Term Loans and Initial Tranche B-2 Term Loans pursuant to this Section 5.02) 5.01 in connection with a Repricing Event made prior to the twelve month anniversary of the Closing Date shall be applied subject to reduce the remaining Scheduled Term Loan Repayments payment of such Term Loans in inverse order of maturitya fee as, and to the extent required by, Section 4.01(f).

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Revolving Loans or Term Loans, without premium or penaltypenalty (except for amounts payable to Section 1.12), in whole or in part at any time and part, 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 time) at the Notice Payment 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify specifying whether Term such Loans are Revolving Loans or Revolving Loans shall be prepaidTerm Loans, the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be received by the Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one (1) Business Day prior to be prepaid andthe date of such prepayment, or (y) in the case of Eurodollar Loans, at least three (3) Business Days prior to the specific Borrowing or Borrowings pursuant to which date of such Eurodollar Loans were made, prepayment and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each 1,000,000, provided that no partial prepayment of Revolving any Loans pursuant to this Section 5.01(a) shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect$1,000,000; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect prepayments of any Term Eurodollar Loans made pursuant to this Section 5.01(a) shall 4.01 may only be allocated to made on the Term Loans, last day of an Interest Period applicable thereto unless concurrently with each Term Lender such prepayment any payments required to be allocated its applicable Term Loan Percentage of the amount made pursuant to Section 1.12 as a result of such prepayment; prepayment are made and (v) each voluntary prepayment of the principal of Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 4.01 shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Term Loans, in each case, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) and at the Notice Administrative Agent’s Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writingwriting no later than 1:00 p.m. (New York City time)) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of a LIBOR Loans, 12:00 noon (New York City time) three Business Days prior to or (ii) in the case of ABR Loans, 12:00 noon (New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (xb) each partial prepayment of any Borrowing of Term Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each 1,000,000, provided that no partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar LIBOR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for LIBOR Loans and (c) any prepayment of Eurodollar LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower shall have no force or effect; (iii) each with the applicable provisions of Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing 5.1 shall be (a) applied to Term Loans in such manner as the Revolving LoansBorrower may determine and (b) applied to reduce Repayment Amounts, with each RL Lender to be allocated its applicable RL Percentage of and/or any New Term Loan Repayment Amounts, as the amount of case may be, in such prepayment, provided that at order as the Borrower may determine. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Term Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the Each Borrower shall have the right to prepay the Revolving Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative DIP Agent notice, in writing or by telephone, confirmed in writing, of its intent to make a prepayment (x) prior to 12:00 2 P.M. (New York time) at its Notice Office at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans and (y) prior to 12 Noon (New York time) at the its Notice Office (x) at least one Business Day’s Day prior written notice (or telephonic notice promptly confirmed to the date of such prepayment in writing) the case of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) case shall specify whether Term Loans or Revolving Loans shall be prepaid, indicate the amount of such prepayment and the Types Type of Revolving Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative DIP Agent shall promptly transmit to each of the Lenders; and (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)Minimum Borrowing Amount, if applicable, with respect thereto, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such a Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each thereto. Each prepayment pursuant to this Section 5.01(a) 4.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among the Lenders making such Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), no such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect Lender at any time when the Revolving Loans of any Term Non-Defaulting Lender exceeds such Non-Defaulting Lender's Proportionate Share of all Revolving Loans then outstanding. Prepayments of Eurodollar Loans made pursuant to this Section 5.01(a) 4.01 on any day other than the last day of an Interest Period applicable thereto shall be allocated to accompanied by the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to under Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity1.10.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, including Term Loans, Revolving Credit Loans, and Swingline Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Administrative Agent’s Office a Prepayment 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, specifying the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Term SOFR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which Prepayment Notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of Term SOFR Loans, two U.S. Government Securities Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersLenders or the Swingline Lender, as the case may be; (ii) (x2) each partial prepayment of (i) any Borrowing of Term SOFR Loans pursuant to this Section 5.01(ashall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than Swingline Loans) shall be in an aggregate principal a minimum amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 1,000,000 and in multiples of $100,000 in excess thereof, and (yiii) each Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Term SOFR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable theretofor such Term SOFR Loans, then such Borrowing may not be continued as a Borrowing and (3) in the case of Eurodollar any prepayment of Term SOFR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect thereto given by applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall have no force or effect; (iii) each set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing 5.1 shall be applied to the Revolving Loans, with each RL Lender to Class or Classes of Term Loans as the Borrower may specify. Such notice may be allocated its applicable RL Percentage of the amount of such prepayment, given by telephone; provided that at any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Prepayment Notice. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce any Term A Loan Repayment Amounts, New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower shall have the right to prepay the Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, other than as set forth in Section 5.1(b), without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and (in the Types case of Loans Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be prepaid and, given by Borrower no later than 12:00 Noon (New York City time) (i) in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were madethree Business Days prior to, and which notice (ii) in the case of ABR Loans, one Business Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x2) each partial prepayment of Term (i) any Borrowing of Eurodollar Loans pursuant to this Section 5.01(a) shall be in an aggregate principal a minimum amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 5,000,000 and in multiples of $1,000,000 in excess thereof and (yii) each partial prepayment of Revolving any ABR Loans pursuant to this Section 5.01(a) shall be in an aggregate principal a minimum amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), and in multiples of $100,000 in excess thereof; provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable theretofor such Eurodollar Loans, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a3) in respect the case of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Eurodollar Loans pursuant to this Section 5.01(a5.1 on any day other than the last day of an Interest Period applicable thereto, Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such prepayment shall not, so long as no Default or Event of Default then exists, be applied Lender any amounts required pursuant to any Revolving Loan of a Defaulting Lender; (iv) each voluntary Section 2.11. Each prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) 5.1 shall be allocated (a) applied to the Class or Classes of Term Loans, with each Term Lender Loans as Borrower may specify and (b) applied to be allocated its applicable reduce Initial Term Loan Percentage of Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(h), Extended Term Loan Repayment Amounts, as the amount of case may be, in each case, in such prepaymentorder as Borrower may specify; and (v) each voluntary provided that, in the event Borrower does not specify the manner in which any prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to shall be paid for the applicable period pursuant to Section 5.02) applied, such prepayment amount shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans Repayment Amounts in inverse the direct order of maturity. At Borrower’s election as described in Section 2.16(a)(ii) 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) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether such Loans are A Term Loans, B Term Loans or Revolving Loans shall be prepaidLoans, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)25,000; provided that, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans) Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall shall, except as provided in clause (iv) below, be applied to pro rata among the Revolving Banks which made such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that ; (iv) at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)Loans, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any the Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; Bank and (v) each voluntary prepayment of the any Tranche of Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.024.01(a) shall be applied to A Term Loans (in an amount equal to the A TL Percentage of such prepayment) and B Term Loans (in an amount equal to the B TL Percentage of such prepayment) and shall reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order each of maturity.the remaining Scheduled Repayments of each of

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower The Borrowers shall have the right to prepay the Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, without premium or penaltypenalty (other than as set forth in Section 5.1(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i1) the Parent Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s 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 and make such prepayment (y) at least three Business Days’ prior written which may be conditioned on the occurrence of any specified transaction and, if such specified transaction does not occur as intended, such notice (may be revoked or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidamended by the Parent Borrower), the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Eurocurrency Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans they were made, and which notice shall be given by the Administrative Agent shall promptly transmit Parent Borrower no later than 12:00 Noon (New York City time) (i) in the case of Eurocurrency Loans denominated in Dollars or Euros, three Business Days prior to each the date of the Lenders; such prepayment, (ii) in the case of RFR Loans denominated in Pounds Sterling, one Business Day prior to the date of such prepayment, or (xiii) in the case of ABR Loans, on the Business Day of such prepayment; (2) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal a minimum amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) Minimum Borrowing Amount and (y) in multiples of the Borrowing Multiple in excess thereof, in each case for Loans of the applicable Type; provided that no partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Eurocurrency Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Eurocurrency Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto, then for such Borrowing may not be continued as a Borrowing of Eurodollar Loans Eurocurrency Loans; and (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a3) in respect the case of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Eurocurrency Loans pursuant to this Section 5.01(a5.1 on any day other than the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such prepayment shall not, so long as no Default or Event of Default then exists, be applied Lender any amounts required pursuant to any Revolving Loan of a Defaulting Lender; (iv) each voluntary Section 2.11. Each prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) 5.1 shall be allocated (a) applied to the Class or Classes of Term Loans, with each Term Lender and individual Borrowings or Types, as the Parent Borrower may specify and (b) applied to be allocated its applicable reduce Initial Term Loan Percentage Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Parent Borrower may specify, and absent any such direction, in direct order of the amount maturity. Each prepayment in respect of such prepayment; and (v) each voluntary prepayment of the Term any Revolving Credit Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 5.1 shall be applied to reduce the remaining Scheduled Term Loan Repayments Class or Classes of such Term Loans in inverse order of maturityRevolving Credit Loans, and individual Borrowings or Types, as the Parent Borrower may specify.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, Loans in whole or in part at any time and part, without premium or, except as provided in Section 1.11(a), penalty, 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 time) at the Notice Payment 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are Term Loans, Revolving Loans or Revolving Loans shall be prepaidSwingline Loans, the amount of such prepayment and the Types of Loans to be prepaid and, (A) in the case of Eurodollar Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made and (B) in the case of Term Loans, the manner in which such prepayment shall be applied to the then remaining Scheduled Repayments to repay outstanding principal of Term Loans, which notice shall be given by the Borrower prior to 3:00 P.M. (New York time) on (x) the Business Day prior to the date of such prepayment in the case of prepayments of Base Rate Loans (or on the same day of such prepayment in the case of prepayments of Swingline Loans) or (y) three Business Days prior to the date of such prepayment in the case of prepayments of Eurodollar Loans were madeLoans, and which notice shall, except in the case of a prepayment of Swingline Loans, promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(aany Borrowing (other than a Borrowing of Swingline Loans) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 500,000 and (y) each partial prepayment of Revolving Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)100,000, provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 4.01 shall be applied to reduce the then remaining Scheduled Repayments in the manner directed by the Borrower to the Administrative Agent in writing as provided above, provided that if no such written direction is given with respect to the application of any such prepayment of Term Loan Loans, such prepayment shall be applied (x) first, in direct order of maturity to those Scheduled Repayments which will be due and payable within 24 months after the date of such Term Loans prepayment and (y) second, to the extent in inverse order excess thereof, to the then remaining Scheduled Repayments on a pro rata basis (based on the then remaining unpaid principal amount of maturitysuch Scheduled Repayments after giving effect to all prior reductions thereto).

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and part, without premium or penalty (except as required by Section 1.11), from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Payment 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether such Loans are Term A Loans, Term B Loans, Term C Loans or Revolving Loans shall be prepaidLoans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which notice shall be received by the Administrative Agent by 1:00 P.M. (New York time) one Business Day prior to the date of such prepayment (and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersBanks); (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)5,000,000, provided PROVIDED that if any no partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Eurodollar the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving PRO RATA among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) 4.01 shall be applied to the Term A Loans, the Term B Loans and (unless waived by the holders thereof) the Term C Loans PRO RATA among same and shall reduce the then remaining Scheduled Repayments under each Term Loan Repayments Facility on a PRO RATA basis (based upon the then remaining principal amount of each such Term Loans in inverse order of maturityScheduled Repayment).

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Term Loans, without Revolving Credit Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans, 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Swingline Loans, 1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly be 120 LPL – A&R Credit Agreement transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (ii) (xb) each partial prepayment of any Borrowing of Term Loans pursuant to this Section 5.01(a) or Revolving Credit Loans shall be in an aggregate principal amount a multiple of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 100,000 and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount as is acceptable to the Administrative Agent), of at least $100,000; provided that if any no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for Eurodollar Loans and (c) any prepayment of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall have no force or effect; (iiispecify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing 5.1 shall be applied to reduce the Revolving Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, with each RL Lender the Borrower shall be deemed to have elected that such proceeds be allocated its applicable RL Percentage applied to reduce the Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the amount provisions of such prepayment, provided that at Section 5.2(d) and Section 5.2(e). At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its Notice Office (x) at least one Business Day’s '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 Swingline Loans provided such notice is given prior to 12:00 Noon (New York time) on such Business Day) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans, Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)100,000, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than $3,000,000 in the Minimum case of a Borrowing Amount applicable theretoof Term Loans or $1,000,000 in the case of a Borrowing of Revolving Loans, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment prepayments of Eurodollar Loans made pursuant to this Section 5.01(a4.01 may only be made on the last day of an Interest Period applicable thereto; (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall, except as provided in clause (vi) below, be applied pro rata among such Loans; (v) each voluntary prepayment of Term Loans pursuant to this Section 4.01 shall be applied to reduce the Revolving Loans, with each RL Lender then remaining Term Loan Scheduled Repayments on a pro rata basis (based upon the then remaining number of Term Loan Scheduled Repayments after giving effect to all prior reductions thereto); provided that if the amount to be allocated its applicable RL Percentage of applied to any Term Loan Scheduled Repayment would exceed the then remaining amount of such prepaymentTerm Loan Scheduled Repayment, provided that then an amount equal to such excess shall be applied to reduce the other then remaining Term Loan Scheduled Repayments pro rata based upon the then remaining number of such Term Loan Scheduled Repayments after giving effect to all reductions thereto; and (vi) at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturityBank.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium (except as provided below) 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 time) at the Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the principal amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a3.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent)1,000,000, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a3.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving pro rata among such Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.023.01(a) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of such Term Scheduled Repayments after giving effect to all prior reductions thereto); and (v) in the case of any voluntary prepayment of Loans pursuant to this Section 3.01(a) (x) made on or prior to December 31, 1998, such prepayment shall be in inverse order an amount equal to the product of maturity(A) the principal amount specified pursuant to clause (i) of this Section 3.01(a) multiplied by (B) 101.5% and (y) made on and after January 1, 1999 and on or before June 30, 1999, such prepayment shall be in an amount equal to the product of (A) the principal amount specified pursuant to clause (i) of this Section 3.01(a) multiplied by (B) 101%.

Voluntary Prepayments. (a) Subject to Section 5.05, the Borrower The Borrowers shall have the right to prepay the Loans, and the right to allocate such prepayments to Revolving Loans and/or Term Loans as the Borrowers elect, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether A Term Loans, B Term Loans, C Term Loans, Revolving Loans or Revolving Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $500,000 in the Administrative Agentcase of Swingline Loans), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than (1) in the Minimum Borrowing Amount applicable theretocase of Term Loans, $5,000,000 and (2) in the case of Revolving Loans, $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower Borrowers shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with time of any prepayment of Revolving Eurodollar Loans pursuant to this Section 5.01(a)4.01 on any date other than the last day of the Interest Period applicable thereto, such prepayment the Borrowers shall not, so long as no Default or Event of Default then exists, be applied pay the amounts required pursuant to any Revolving Loan of a Defaulting LenderSection 1.11; (iv) except as otherwise provided in clause (vi) below of this Section 4.01(a) and in Section 4.01(b), each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a4.01(a) shall be allocated to among the A Term Loans, with each the B Term Lender Loans and the C Term Loans on a pro rata basis (based upon the then relative aggregate outstanding principal amounts of A Term Loans, B Term Loans and C Term Loans after giving effect to be allocated its applicable Term Loan Percentage all prior reductions thereto), provided that, at the option of the amount Borrowers, any voluntary prepayments of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a4.01(a) shall be applied (A) first, to reduce in direct order of maturity the A Term Loan Scheduled Repayments, B Term Loan Scheduled Repayments and C Term Loan Scheduled Repayments which will be due and payable within six months after the date of such prepayment (and, if the amount to be applied pursuant to this clause (A) to the Scheduled Repayments which will be due and payable on any Scheduled Repayment Date is insufficient to repay in full all such Scheduled Repayments which will be due and payable on such Scheduled Repayment Date, then such amount shall be applied to the Scheduled Repayments which will be due on such Scheduled Repayment Date on a pro rata basis, based upon the relative amounts of the Scheduled Repayments of the various Tranches which will be due on such Scheduled Repayment Date) and (B) second, to the extent in excess thereof, as provided above in this clause (iv) without regard to this proviso; provided further, that at the option of amounts required the Borrowers, if a public offering of INTERCO Common Stock is consummated within nine months after the Restatement Effective Date, the balance of the Net Cash Proceeds thereof in an aggregate amount not to exceed $100 million which shall not be applied as mandatory prepayments of Term Loans pursuant to the second proviso to Section 4.02(k) below (it being understood and agreed that the aggregate amount applied pursuant to this proviso and the second proviso to Section 4.02(k) shall in no event exceed $100 million), may be applied (A) first, to any combination of the Scheduled Repayments of (x) the A Term Loans due within 12 months after the date of the receipt of such Net Cash Proceeds in direct order of maturity, (y) the B Term Loans (with such repayments to be paid for applied to such Scheduled Repayments as elected by the applicable period Borrowers) or (z) the C Term Loans (with such repayments to be applied to such Scheduled Repayments as elected by the Borrowers) and (B) second, to the extent in excess thereof, as provided above in this clause (iv) without regard to this proviso; (v) except as otherwise expressly provided in clauses (A) to the first and second provisos to clause (iv) above, each prepayment of any Tranche of Term Loans pursuant to this Section 5.024.01(a) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of Scheduled Repayments of the respective Tranche of Term Loans after giving effect to all prior reductions thereto); and (vi) at the Borrowers' election in inverse order connection with any prepayment of maturityRevolving Loans, such prepayment shall not be applied to the prepayment of Revolving Loans of a Defaulting Bank.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and part, without premium or penalty except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the its 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 the Loans, whether such Loans are Revolving Loans, Term Loans or Swingline Loans and the amount of such prepayment, which notice shall be given by the Borrower prior to 11:00 A.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans and Term Loans, and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, on the amount date of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Swingline Loans which notice shall, except in the case of Swingline Loans, promptly be transmitted by the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans and Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 500,000 and in integral multiples of $100,000 in excess thereof (or such lesser amount as is acceptable to $50,000 and in integral multiples of $50,000 in excess thereof in the Administrative Agent) case of Swingline Loans); and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the pro rata among such Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepaymentprovided, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the Revolving Loans, the Acquisition Term Loans, the Supplemental Revolving Loans or the Supplemental Term Loans, in whole or in part from time to time, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Agent's 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and whether such prepayment is in respect of the Types of Revolving Loans to be prepaid andor Supplemental Revolving Loans, in the case of Reserve Adjusted Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Reserve Adjusted Eurodollar Loans were made, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (xb) each partial prepayment of Term Loans pursuant to this Section 5.01(a) a Borrowing shall be in an aggregate principal amount of at least $2,000,000 100,000 and in integral multiples of $100,000 in excess of that amount (or such lesser or, if less, in an amount as is acceptable equal to the Administrative Agent) and (y) each entire remaining principal balance of the Loan or the Borrowing so repaid); PROVIDED, HOWEVER, that no partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Reserve Adjusted Eurodollar Loans made pursuant to any a single Borrowing under the Loan Facility (or portion thereof) shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of (other than $0); and (c) Reserve Adjusted Eurodollar Loans (and same shall automatically may only be converted into a Borrowing of Base Rate Loans) and any election prepaid pursuant to this Section 3.02 on the last day of an Interest Period with respect thereto given by applicable thereto. Voluntary prepayments of Loans other than prepayments of the Borrower Revolving Loans or Supplemental Revolving Loans shall have no force or effectbe applied pro rata (i) first, to the outstanding principal amount of each of the Acquisition Term Loans to reduce all remaining Scheduled Acquisition Term Loan Principal Payments, in each case in order of maturity, (ii) second, to the then outstanding principal amount of the Supplemental Term Loans if any, in each case in order of maturity; PROVIDED that any amount so prepaid pursuant to this subclause (ii) shall permanently reduce the Supplemental Loan Commitments and any amounts so prepaid shall not be available for reborrowing, (iii) each prepayment pursuant third, to this Section 5.01(a) in respect reduce the outstanding principal amount of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, 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 no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loansfourth, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments outstanding principal amount of such Term Loans in inverse order of maturitythe Supplemental Revolving Loans.

Voluntary Prepayments. (a) Subject to Section 5.05, the The Borrower shall have the right to prepay the its Term Loans, Revolving Credit Loans and Swingline Loans, as applicable, in each case, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Administrative Agent’s 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 and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Eurocurrency Rate Loans, Term SOFR Loans or Term RFR Loans) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of Eurocurrency RateTerm SOFR Loans denominated in Dollars, three Eurocurrency BankingRFR Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to, (iii) in the case of Term RFREurocurrency Rate Loans denominated in DollarsAlternative Currencies, five RFR BusinessEurocurrency Banking Days prior to, (iv) in the case of Term RFR Loans denominated in Alternative Currencies, five RFR Business days prior to, (v) in the case of Daily Simple RFR Loans denominated in Dollars, five RFR Business Days prior to[reserved], (iv) in the case of Daily Simple RFR Loans denominated in Alternative Currencies, five RFR Business days prior to in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersLenders or the Swingline Lender, as the case may be; (ii) (xb) each partial prepayment of Term (1) any Borrowing of Eurocurrency RateTerm SOFR Loans pursuant to this Section 5.01(adenominated in Dollars shall be in a minimum amount of $2,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (2) any ABR Loans (other than Swingline Loans) shall be in an aggregate principal a minimum amount of at least $2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 1,000,000 and in multiples of $500,000 in excess thereof, and (y3) each Swingline Loans shall be in the full amount of thereof; provided that no partial prepayment of Revolving Eurocurrency Rate Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Term SOFR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Eurodollar Eurocurrency Rate Loans or Term SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto, then for such Borrowing may not be continued as a Borrowing Eurocurrency Rate Loans and (c) in the case of Eurodollar any prepayment of Eurocurrency Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and or Term SOFR Loans pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect thereto given by applicable thereto, the Borrower shall, after receipt of a written request by any applicable Lender (which request shall have no force or effect; (iii) each set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing 5.1 shall be (a) applied to the Revolving LoansClass or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, with any New Term Loan Repayment Amounts, and, subject to Section 2.14(f), Extended Term Loan Repayment Amounts, as the case may be, in each RL Lender to be allocated its applicable RL Percentage of case, in such order as the amount of such prepayment, provided that at Borrower may specify. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect . Notwithstanding the foregoing, the Borrower may not repay Extended Term Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Term Loans made pursuant to this Section 5.01(a) shall be allocated to of the Term Loans, with each Term Lender to be allocated its applicable Existing Term Loan Percentage of the amount of Class from which such prepayment; and (v) each voluntary prepayment of the Extended Term Loans pursuant to this Section 5.01(a) were converted (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of or such Term Loans of the Existing Term Loan Class have otherwise been repaid in inverse order of maturityfull).