Common use of Voluntary Prepayment Clause in Contracts

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written notice (emailor telephonic notice promptly confirmed by written notice) notice in the case of Eurodollar Loans, or written notice (emailor telephonic notice promptly confirmed by written notice) notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,0002,000,000 (or such lesser amount as may remain outstanding). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably as directed by the Borrower to each Class the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 1:00 p.m. on the specified effective date) if such condition is not satisfied (provided, satisfied; provided further that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) 2.16 and Section 3.04 2.05(b) but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written notice (emailor telephonic notice promptly confirmed by written notice) notice in the case of Eurodollar Loans, or written notice (emailor telephonic notice promptly confirmed by written notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 of any Class shall be applied ratably to each as directed by the Borrower against the remaining scheduled installments of principal due in respect of such Class of Term Loans then outstandingunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the Class and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied (provided, satisfied; provided further that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) 2.16 and Section 3.04 2.05(d) but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. The Borrower: (a) The Borrower shall have the right at any time and may, from time to time to prepay on any BorrowingBusiness Day, make a voluntary prepayment, in whole or in part, upon at least three Business Days’ prior written of the outstanding principal amount of the Loan; provided that: (emaili) notice in all such voluntary prepayments shall require (x) for prepayments on or after the case of Eurodollar Loans, or written (email) notice at least one Business Day Disbursement Date made prior to the date Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the Fixed Rate Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the case remaining amount of ABR Loansthe Loan) and shall be applied in forward order of maturity, to inverse order of maturity or ratably at the Administrative Agent before 12:00 p.m., New York City timeBorrower's option against the remaining instalments; provided, however, that each any such partial prepayment shall be in an amount applied on a pro rata basis across each of the FEC Loan, the Hermes Loan and, if applicable, the Finnvera Balancing Loan and provided further that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as the Borrower may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 direct how such pro rata prepayment shall be applied ratably to each Class of Term Loans then outstanding.between the FEC Tranche A Loan and the FEC Tranche B Loan; and (ciii) Each notice of any voluntary prepayment shall specify not result in the prepayment date and Hermes Loan being less than 5% of the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or Loan at any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymenttime.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (emailor telephonic notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephonic notice promptly confirmed by written or fax notice) notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0001,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.11(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment Prepayment Notice shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is contingent upon the successful issuance or incurrence of prepayment delivered Indebtedness permitted by Section 6.01 to be issued or incurred or is for all of the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five (5) Business Days; provided, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedfurther, however, that the provisions of Section 3.04 2.15 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 2.11 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.15. All prepayments under this Section 2.12 2.11 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each the Class of Term Loans then outstandingselected by the Borrowers and to the outstanding principal amounts due on a Term Loan Repayment Date of each such Class of Term Loans as directed by the Borrower (or in the absence of direction, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the applicable Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable2.05(b) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in partright, upon at least three Business Days’ prior written (email) notice in giving the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and Bank not less than $2,000,000.ten (10) Banking Days' notice in writing, to prepay part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that: (ba) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments The giving of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each such notice of prepayment shall specify by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall Borrower will irrevocably commit the Borrower to prepay such Borrowing by the amount as stated therein in such notice; (b) Such prepayment may take place only on the date stated therein; last day of an Interest Period relating to the whole of the Loan provided, however, that a if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (it being in the sole discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.01 and any costs from unwinding of any then existing hedging transactions; (c) Each partial prepayment shall be equal to Dollars Five Hundred Thousand ($500,000) or higher integral multiple thereof or the balance of the Loan; (d) Every notice of prepayment delivered shall be effective only on actual receipt by the Bank, shall be irrevocable and shall oblige the Borrower to make such prepayment on the date specified; (e) No amount prepaid may be re-borrowed; and (f) The Borrower may state that such notice is conditioned upon not prepay the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness Loan or any other specified event, part thereof save as expressly provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 (or such lesser amount as may remain outstanding). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding[Reserved]. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the Borrower may state that such notice is conditioned then outstanding Loans, then (x) upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent not later than 12:00 (noon), New York City time, on the date of such prepayment, the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days and (y) such prepayments may be conditioned upon the effectiveness or prior to the specified effective date) if such condition is not satisfied (providedconsummation of other financing; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d2.16. (d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment plus the applicable Prepayment Premium.

Voluntary Prepayment. (a) The Borrower shall have the right at principal amount of any time and from time to time to prepay any Borrowing, Loan may be prepaid in whole full or ratably in part, upon at least three (3) Business Days’ prior written (email) notice in the case of Eurodollar Loansnotice, or telephonic notice followed immediately by written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loansnotice, to the Administrative Agent before 12:00 p.m.Agent, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably the delivery to each Class the Administrative Agent of Term Loans then outstanding. (c) Each a Notice of Loan Prepayment, without premium or penalty, which notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon on the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing, 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 (satisfied; provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (however, that, to the extent applicableprepaid prior to the applicable Payment Date for any Eurocurrency Rate Loan, the Borrower shall reimburse the applicable Lenders, on the earlier of (A) demand by the applicable Lender or (B) the Term Loan Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and Section 3.04 but otherwise without premium or penaltyprovided further, however, that (i) the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent and (ii) any notice of prepayment given hereunder may be revoked by the Borrower at any time. All prepayments under this Section 2.12 Any prepayment hereunder shall be accompanied by in amounts of not less than $2,000,000.00 and in an integral multiple of $1,000,000.00. Amounts prepaid shall be paid together with accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentso prepaid.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 1,000,000 and (bii) Except as may otherwise be set forth at the Borrower’s election in connection with any Extension Offer or any Refinancing Amendment, voluntary prepayments prepayment of Term Revolving Loans pursuant to this Section 2.12 2.11(a), such prepayment shall not, so long as no Event of Default then exists, be applied ratably to each Class any Revolving Loan of Term Loans then outstandinga Defaulting Lender. (cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of optional prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any the occurrence of some other specified eventidentifiable 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 effective datedate of prepayment) if such condition is not satisfied (providedsatisfied; provided further, however, that the provisions of Section 3.04 2.15 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 2.11 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.15. All prepayments under this Section 2.12 2.11 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 in the case of a Term Borrowing. (b) Except as may otherwise be set forth in Voluntary prepayments of any Extension Offer or any Refinancing Amendment, voluntary prepayments Class of Term Loans pursuant to this Section 2.12 shall be applied ratably to each against the remaining scheduled installments of principal due in respect of the applicable Class of Term Loans under Section 2.11 as may be specified by the Borrower, or if not so specified, in direct order of maturity; provided that such prepayments shall be allocated to the Tranche B Term Loans on a pro rata basis (or on a greater than pro rata basis) determined by reference to all Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that (x) revoke such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective dateproposed date of prepayment and/or (y) if such condition is extend the prepayment date by not satisfied (providedmore than five Business Days; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Subject to clause (d) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class pro rata against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) If on or prior to the first anniversary of the Funding Date, the Borrower (i) makes any voluntary prepayment of Term Loans (including in connection with any Repricing Transaction) or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the pro rata share of each Lender in respect of the Term Loans, (A) in the case of clause (i), a prepayment premium of 1.00% of the amount of such Term Loans being prepaid and (B) in the case of clause (ii), a payment equal to 1.00% of the aggregate amount of Term Loans outstanding immediately prior to such amendment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedsatisfied; provided further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the first anniversary of the Closing Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written (email) or fax notice in the case of Eurodollar Term SOFR Loans, or written (email) or fax notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 1,000,000 and (bii) Except as may otherwise be set forth at the Administrative Borrower’s election in connection with any Extension Offer or any Refinancing Amendment, voluntary prepayments prepayment of Term Revolving Loans pursuant to this Section 2.12 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied ratably to each Class of the remaining scheduled amortization payments relating to such Term Loans then outstandingas elected by the Administrative Borrower. (cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of if such notices states that the prepayment delivered by the Borrower may state that such notice is conditioned contingent upon the consummation successful issuance or incurrence of an acquisition Indebtedness permitted by Section 6.01 to be issued or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness incurred or any other specified eventevent (including, but not limited to, the occurrence of any Asset Sale or Change in which case Control), then the Administrative Borrower may, if the specified condition is not satisfied, (x) revoke such notice may be revoked and/or (y) extend the prepayment date by not more than five (5) Business Days (in the Borrower case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided); provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Each Borrower shall have shall, if it (or the right at any time and from time Parent on its behalf) has given to time to prepay any Borrowing, in whole or in part, upon at least three the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (email) notice but if in the case of Eurodollar Loanspart, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of $1,000,000 and not less than $2,000,000€1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs. (b) Except In the event of certain refusals by a Lender as may otherwise be set forth provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as: (i) in the case of the repayment of Revolving Facility Outstandings of any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans Lender pursuant to this Section 2.12 paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be applied ratably deemed modified to each Class of Term Loans then outstanding.reflect the changed Revolving Facility Commitments); and (cii) Each notice in the case of prepayment shall specify the prepayment date repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and the principal amount of each Borrowing (or portion thereofCommitments) to be prepaid shall be irrevocable and shall commit deemed modified to reflect the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such conditionchanged Term Facility Commitments). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 in the case of a Term Borrowing. (b) Except as may otherwise be set forth in Voluntary prepayments of any Extension Offer or any Refinancing Amendment, voluntary prepayments Class of Term Loans pursuant to this Section 2.12 shall be applied ratably to each against the remaining scheduled installments of principal due in respect of the applicable Class of Term Loans under Section 2.11 as may be specified by the Borrower, or if not so specified, in direct order of maturity; provided that such prepayments shall be allocated to the Tranche B Term Loans on a pro rata basis (or on a greater than pro rata basis) determined by reference to all Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that (x) revoke such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective dateproposed date of prepayment and/or (y) if such condition is extend the prepayment date by not satisfied (providedmore than five Business Days; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicableSectionSections 2.05(d) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have BORROWER may, when not in default hereunder, prepay the right at any time and principal indebtedness of the BORROWER hereunder, in whole or from time to time to prepay any Borrowing, in whole or in part, upon provided that: (a) each partial prepayment will be in an amount not less than the amount of one installment of principal payable pursuant to Section 4.01 or a whole multiple thereof, (b) any such prepayment will be made only on the FIRST REPAYMENT DATE and any INTEREST PAYMENT DATE thereafter, (c) the BORROWER gives notice to EDC of its intention to make any such prepayment not less than ninety (90) days prior to such prepayment, which notice will be irrevocable and will constitute the BORROWER's undertaking to prepay accordingly or in lieu of giving ninety (90) days notice of prepayment, the BORROWER may pay to EDC, in addition to any other amounts payable under this Section 4.09, an additional amount equal to ninety (90) days interest on the principal amount being prepaid calculated at least three Business Days’ prior written the rate per annum set out in Sections 4.02(a) and (emailb) notice in hereof; (d) the case of Eurodollar Loans, or written (email) notice at least one Business Day prior BORROWER pays interest accrued on such principal amount being prepaid to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 as well as all other amounts due and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein payable on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure respect of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount being prepaid; and (e) amounts prepaid will be applied to installments payable in inverse order of maturity and will not be prepaid to but excluding the date of paymentre-ADVANCED.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and may from time to time to prepay any Borrowingthe Term Loans, in whole or ratably in part, upon at least three Business Days’ prior written (email) notice in the case a price equal to 100% of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; providedTerm Loans so prepaid, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by together with all accrued and unpaid interest on the principal amount of the Term Loans so prepaid. Any such partial prepayment shall be in an amount equal to $250,000 or a higher integral multiple of $100,000 (or, if less, the remaining outstanding principal balance thereof). Any portion of the Term Loans which are prepaid shall not be reissued or reborrowed. (b) Notice of each voluntary prepayment of the Term Loans pursuant to Section 2.10.1(a) (i) shall be given by 12:00 noon New York City time at least three (3) Business Days’ prior to the prepayment date, (ii) shall be irrevocable but may be conditional to the extent specified by the Borrower therein (including, upon the prepayment of indebtedness, the consummation of a specified transaction, or as otherwise specified in such notice) and (iii) specify, (A) the date of prepayment, (B) the aggregate principal amount of the Term Loans to be prepaid on such date and (C) the accrued interest and any Make Whole Amount applicable to but excluding such prepayment. The proceeds of any optional prepayment shall be applied in accordance with Section 2.12.2 and subject to the date requirements of paymentSection 2.10.1(c). (c) Upon each optional prepayment of the Term Loans, in whole or in part, the Borrower will, unless the conditions to prepayment set forth therein are not satisfied, pay in cash the principal amount of the Term Loans to be prepaid as set forth in the notice delivered pursuant to this Section 2.10.1(b), together with unpaid interest in respect thereof accrued to and including the Repayment Date and any applicable Make Whole Amount. On any Repayment Date, the Agent shall be entitled to presume such repayment was made in reliance upon the written notice delivered pursuant to Section 2.10.1(b) and shall reflect in the Register the amount of principal prepaid, without liability for doing so.

Voluntary Prepayment. (a) The Borrower shall have the right to prepay the Loans in its discretion at any time and or from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ Days prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial which prepayment shall be made at par for any prepayment (x) in whole (whether the full initial amount of the Loans or the remaining outstanding portion after giving effect to other prepayments and other adjustments), (y) in part in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0001,000,000 or (z) in connection with the incurrence of Indebtedness by the Borrower under Section 6.04(c), made to the extent necessary (and only to the extent necessary) to ensure compliance with such Section 6.04(c) (in which case, the Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer demonstrating the foregoing, including a calculation of compliance with such Section 6.04(c) before and after giving effect to the incurrence of such Indebtedness); provided that any prepayment in circumstances described in this Section 2.10(a) shall be subject to the Prepayment Premium. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing the Loans (or portion thereof) and the accrued and unpaid interest on such principal amount of the Loans to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the Loans in the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state provide that such notice is conditioned upon the consummation occurrence of an acquisition one (1) or sale transaction or upon the effectiveness of more other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventtransactions, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) extended if such condition is transactions are not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium consummated or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentare delayed.

Voluntary Prepayment. (a) The Any voluntary prepayment of the Loan hereunder shall be made subject to the following conditions unless otherwise agreed in writing by the Lender: (i) the Lender shall receive a notice from the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three no less than five (5) Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day Days prior to the related Interest Payment Date that indicates the Borrower’s request to make such prepayment on such Interest Payment Date; (ii) on the date of such prepayment, the Borrower shall pay all interest accrued on the amount of principal so prepaid up to and including the date of such prepayment and any other amounts payable hereunder in respect thereof; and (iii) the case amount of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each any partial prepayment shall be at least US$1,000,000 and in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000US$1,000,000. (b) Except as may otherwise In the event of such prepayment, the Borrower shall pay the following prepayment premiums together with such prepayment: (i) in the case where the Borrower prepays on an Interest Payment Date, an amount (disregarding amounts less than US$0.01) equal to two percent (2%) of the amount of principal so prepaid, together with any applicable consumption tax, value added tax and other similar taxes on such amount ; provided that no such amount shall be set forth due under this Section 4.2(b)(i) in any Extension Offer connection with a prepayment of all of the outstanding principal amount of the Loan and accrued interest thereon (1) on or any Refinancing Amendmentabout the time the Borrower enters into an amendment, voluntary prepayments waiver or other concession or agreement under the Credit Agreement if the Lender has not agreed in writing to a similar amendment, waiver or other concession or agreement under this Agreement, to the extent applicable and requested by the Borrower, (2) within 30 days of Term Loans the date the Borrower receives a notice pursuant to Section 7.1(c) below or (3) at any time after the assessment of any Taxes reimbursable by the Borrower pursuant to Article 12.1 below; or (ii) in the case where the Borrower prepays on a day which is not an Interest Payment Date: (A) an amount (disregarding amounts less than US$0.01) equal to two percent (2%) of the amount of principal so prepaid, together with any applicable consumption tax, value added tax and other similar taxes on such amount; provided that no such amount shall be due under this Section 2.12 4.2(b)(ii)(A) in connection with a prepayment of all of the outstanding principal amount of the Loan and accrued interest thereon (1) on or about the time the Borrower enters into an amendment, waiver or other concession or agreement under the Credit Agreement if the Lender has not agreed in writing to a similar amendment, waiver or other concession or agreement under this Agreement, to the extent applicable and requested by the Borrower, (2) within 30 days of the date the Borrower receives a notice pursuant to Section 7.1(c) below or (3) at any time after the assessment of any Taxes reimbursable by the Borrower pursuant to Article 12.1 below; plus (B) the difference between (x) the amount of interest that would have accrued on the principal amount so prepaid at the Floating Rate plus the Margin for the period from the date of prepayment to the immediately succeeding Interest Payment Date and (y) the amount of interest assuming that the principal amount so prepaid were reinvested at an interbank market rate which shall be applied ratably determined by the Lender for the same period. For the avoidance of doubt, if the amount (x) above is less than the amount (y) above, the difference shall be zero and the amount to each Class of Term Loans then outstandingbe calculated under this item (B) shall in no event be less than zero. (c) Each The Lender may, at its sole discretion, apply and appropriate any and all prepayments made under this Article 4.2 towards the satisfaction of all or any part of the Loan and/or all or any interest accrued thereon. The Borrower shall be deemed to have waived any right it had with regard to the appropriation of such prepayments. (d) Any notice of prepayment shall specify to prepay given by the prepayment date and the principal amount of each Borrowing (or portion thereof) Borrower pursuant to be prepaid this Article 4.2 shall be irrevocable and shall commit the Borrower constitute an irrevocable obligation to prepay such Borrowing by the amount stated therein on amount. Once the date stated therein; providedfor any prepayment has been fixed, however, that a notice of prepayment delivered by such date shall be deemed as the due date for the principal (and interest thereon) to be paid and should the Borrower may state that fail to pay any such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprincipal and/or interest due and payable on such date, in which case such notice may be revoked by the Borrower (by notice to shall pay the Administrative Agent Delinquency Interest on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) overdue principal and/or interest due and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayable in accordance with Article 5.2 below.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) or e-mail notice in the case of Eurodollar Loans, or written (email) or e-mail notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment (but not a prepayment in full) shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class as directed by the Borrower against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingLoans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) Sections 2.16 and Section 3.04 2.25 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in partright, upon at least three Business Days’ prior written (email) notice in giving the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and Bank not less than $2,000,000.Ten (10) Banking Days’ notice in writing, to prepay, without any penalty or fee, part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that: (ba) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments the giving of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each such notice of prepayment shall specify by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall Borrower will irrevocably commit the Borrower to prepay such Borrowing by the amount as stated therein in such notice; (b) such prepayment may take place only on the date stated therein; last day of an Interest Period relating to the whole of the Loan provided, however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (it being in the sole discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1; (c) each partial prepayment shall be equal to the amount of $800,000 or a whole multiple thereof or the balance of the Loan and will be applied by the Bank in or towards first the Balloon Instalment and then the Repayment Instalments, in the inverse order of their due dates of payment; (d) every notice of prepayment delivered shall be effective only on actual receipt by the Bank, shall be irrevocable and shall oblige the Borrower to make such prepayment on the date specified; (e) no amount prepaid may be re-borrowed; and (f) the Borrower may state that such notice is conditioned upon not prepay the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness Loan or any other specified event, part thereof save as expressly provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (a) The Borrower shall have the right may, at its option, upon notice as provided below, prepay at any time and all, or from time to time to prepay any Borrowingpart of, the Loans, in whole or in part, upon at least three Business Days’ prior written (email) notice an amount not less than $1,000,000 of the aggregate principal amount of then outstanding in the case of Eurodollar Loansa partial prepayment, or at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Borrower will give the Lender written (email) notice at least one of each optional prepayment under this Section 2.05 not less than 15 Business Day Days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Loans to be prepaid on such date, and the interest to be paid on the prepayment in the case date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of ABR Loans, a Senior Financial Officer as to the Administrative Agent before 12:00 p.m.estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), New York City time; providedsetting forth the details of such computation. Two Business Days prior to such prepayment, howeverthe Borrower shall deliver to the Lender a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. So long as no Event of Default exists and is continuing under the Indenture, that each all partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 2.05(b) shall be applied ratably to each Class such installments of principal of the Initial Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date Loan and the principal amount Incremental Term Loan as the Borrower shall designate. If an Event of each Borrowing (or portion thereofDefault exists and is continuing under the Indenture, all partial prepayments pursuant to this Section 2.05(b) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein applied on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice pro rata basis to the Administrative Agent on or prior to Initial Term Loan and the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentIncremental Term Loan.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,0001,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Borrower. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon as provided below and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Voluntary Prepayment. (a) The Borrower shall have the right at any time -------------------- and from time to time to prepay any Borrowing, Borrowing in whole or in part, upon at least three Business Days’ without premium (except for any applicable Reduction Fee) or penalty, subject to prior written notice in accordance with this paragraph. Borrower shall notify the Administrative Agent by telephone (emailconfirmed by telecopy) notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar LoansBorrowing, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before not later than 12:00 p.m.noon, New York City time; provided, howeverthree (3) Business Days before the date of prepayment, that each partial or (ii) in the case of prepayment of an Alternate Base Rate Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be in an amount that is an integral multiple of $1,000,000 irrevocable and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) thereof to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated thereinprepaid; providedprovided that, however, that if a notice of prepayment delivered is given -------- ---- in connection with a conditional notice of termination of the Commitments as contemplated by the Borrower may state that Section 2.5(3), then such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice prepayment may be revoked by the Borrower (by if -------------- such notice of termination is revoked in accordance with Section 2.5(3). -------------- Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent on or prior shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.1. Each prepayment of a ----------- Borrowing shall be applied ratably to the specified effective date) if such condition is not satisfied (provided, that Loans included in the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)prepaid Borrowing. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 Prepayments shall be accompanied by accrued interest to the extent required by Section 2.7(1) and unpaid interest on the principal amount any applicable expenses pursuant to be prepaid to but excluding the date of payment.Section ------------- ------- 2.11(5). ------

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Term Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class as directed by the Borrower against the remaining scheduled installments of Term principal due in respect of the Loans then outstandingunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by in the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower under this Section 2.12 may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities facilities, indentures or similar agreements or the receipt of proceeds from the issuance consummation of other Indebtedness transactions or any other specified eventevents, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied (providedsatisfied; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicableSections 2.05(b) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on the date of prepayment and/or extend the prepayment date by not more than five Business Days; provided further, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities incurrences or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 (including with respect to any revocation or extension) shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (c) All prepayments pursuant to this Section 2.12 shall be made at par and without premium or penalty.

Voluntary Prepayment. (a) The Subject to Section 2.05(c), the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three ten (10) Business Days’ prior written notice (emailin accordance with clause (b) notice in the case of Eurodollar Loans, or written (emailbelow) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of outstanding Term Loans pursuant to under this Section 2.12 Agreement shall be applied ratably to each Class of allocated pro rata between the Initialall Term Loans then outstanding. and the Delayed Term Loans (c) if any). Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; providedprovided that if such prepayment is for all of the then outstanding Loans, however, then (i) such written notice may indicate that a notice of the prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities (or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventsignificant transactions), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) date if such condition is not satisfied satisfied, or (ii) the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided, further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable2.05(c) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Each Borrower shall have the right at any time and from time to time to prepay any BorrowingBorrowing of such Borrower, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Lead Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfacilities, in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedsatisfied; provided further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Transaction on or prior to the first anniversary of the Closing Date, the Borrowers shall pay a prepayment fee of one percent (1.0%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Transaction, as applicable.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment of a Borrowing denominated in Dollars shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,000£1,000,000, each partial prepayment of a Borrowing denominated in EUR shall be in an amount that is an integral multiple of €500,000 and not less than €1,000,000 and each partial payment of a Borrowing denominated in Sterling shall be in an amount that is an integral multiple of £500,000 and not less than £1,000,000 and (ii) at the Borrower’s election, such prepayment shall not, so long as no Event of Default then exists, be applied to any Loan of a Defaulting Lender. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or other transaction) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Loans that are not made in connection with the termination or permanent reduction of the Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any BorrowingLoan, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of Term principal due in respect of the Loans then outstandingunder Section 2.08(a) as directed by the Borrower in writing; provided that such voluntary prepayment shall be applied pro rata between the Loans and the Other Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Loan (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Loan by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, further, however, that if Borrower shall revoke or extend the provisions prepayment date, from and including the date on which such prepayment would have been made until the earlier of Section 3.04 shall apply to any (A) such time as such prepayment that is not made as a result or (B) the last day of the failure of such condition)then applicable Interest Period, the Loans shall accrue interest at the Alternate Base Rate plus the Applicable Margin. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.09 shall be accompanied by (i) accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, (ii) the applicable Payment Premium and (iii) any other amounts then due and payable by the Loan Parties (including amounts payable under Section 2.19) under the Loan Documents.

Voluntary Prepayment. (a) The Subject to Section 2.11(e), the Borrower shall have the right at any time and from time to time to prepay (or cause to be prepaid) any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) or fax notice in the case of Eurodollar Loans, or written (email) notice upon at least one Business Day Day’s prior to the date of prepayment written or fax notice in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.noon, New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000, and (ii) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 of any Class shall be applied ratably to each Class as directed by the Borrower in the notice described in clause (a) above (and absent such direction, pro rata among Classes in direct order of Term Loans then outstandingmaturity). (c) Each notice of prepayment shall be substantially in the form of Exhibit K to this Agreement (or such other form as agreed to by the Administrative Agent) and shall specify the prepayment date and date, the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit application of the Borrower prepayment to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice remaining scheduled amortization payments and may be revoked by the Borrower or extended (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, provided that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such conditionrevocation or extension). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicableSections 2.11(e) and Section 3.04 2.16, but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term outstanding Loans pursuant to under this Section 2.12 Agreement shall be applied ratably to each Class pro rata against the remaining scheduled installments of Term principal due in respect of the Loans then outstandingunder Section 2.11(a). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written notice (emailor telephone notice promptly confirmed by written notice) notice in the case of Eurodollar Loans, or written notice (emailor telephone notice promptly confirmed by written notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is (x) in the case of Eurodollar Loans, an integral multiple of $1,000,000 100,000 and not less than $2,000,000. 500,000, and (by) Except as may otherwise be set forth in the case of ABR Loans, an integral multiple of $100,000 and not less than $500,000 and (ii) at the Borrower’s election in connection with any Extension Offer or any Refinancing Amendment, voluntary prepayments prepayment of Term Revolving Loans pursuant to this Section 2.12 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied ratably to each Class any Revolving Loan of Term Loans then outstandinga Defaulting Lender. (cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall prepaid, shall, unless rescinded as provided below, be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided. Notwithstanding anything to the contrary contained in this Agreement, however, that a the Borrower may rescind any notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (under Section 2.12(a) by notice to the Administrative Agent on or prior to the specified effective date) date of prepayment if such condition is not satisfied (providedprepayment would have resulted from an acquisition, that the provisions an Asset Sale or other disposition of Section 3.04 shall apply to assets or a refinancing of all or any prepayment that is not made as a result portion of the failure of such condition)applicable Class, which acquisition, Asset Sale, disposition or refinancing shall not be consummated or otherwise shall be delayed. All prepayments under this Section 2.12 shall be subject to any payments required to be made by the Borrower pursuant to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16, but otherwise may be made without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time right, upon giving the Lender not less than five (5) Banking Days’ notice in writing, to prepay, without penalty or prepayment fee, part or all of the Loan, in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from time the Borrower to time the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided, that: (a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay any Borrowingsuch amount as stated in such notice; (b) if the Borrower shall request consent to make such prepayment on a day other than the last day of an Interest Period the Borrower will pay, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior addition to the date of prepayment in the case of ABR Loansamount to be prepaid, any such sum as may be payable to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that Lender pursuant to Clause 10.1 (Indemnity); (c) each partial such prepayment shall be in an amount that is an integral multiple of $1,000,000 100,000 or a whole multiple thereof or the balance of the Loan and not less than $2,000,000.will be applied by the Lender in or towards prepayment of the Balloon Instalment and then the remaining Repayment Instalments in the inverse chronological order of maturity; (bd) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid Lender, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated therein; provided, however, specified; (e) the Borrower has provided evidence satisfactory to the Lender that a notice of prepayment delivered any consent required by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventSecurity Party in connection with the prepayment has been obtained and remains in force, in and that any regulation relevant to this Agreement which case such notice affects the Borrower or any Security Party has been complied with; (f) no amount prepaid may be revoked re-borrowed; and (g) the Borrower may not prepay the Loan or any part thereof, save as expressly provided in this Agreement or as otherwise agreed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentLender.

Voluntary Prepayment. (a) The Borrower shall have the right to prepay the Loans in its discretion at any time and or from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written one (email1) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, written notice to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial which prepayment shall be made at par, without the payment of any penalty or premium, for any prepayment (x) in whole (whether the full initial amount of the Loan or the remaining outstanding portion after giving effect to other payments and other adjustments), (y) in part on one (1) occasion prior to the Maturity Date in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000250,000,000 or (z) in connection with the incurrence of Indebtedness by the Borrower under Section 6.04(d), made to the extent necessary (and only to the extent necessary) to ensure compliance with such Section 6.04(d) (in which case, the Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer demonstrating the foregoing, including a calculation of compliance with such Section 6.04(d) before and after giving effect to the incurrence of such Indebtedness); provided that any prepayment in circumstances not described in this Section 2.10(a) shall be subject to the Make Whole Premium. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of Term principal due in respect of the Loans then outstandingunder Section 2.09(a) in the direct order of maturity. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing the Loans (or portion thereof) and the accrued and unpaid interest on such principal amount of the Loans to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the Loans in the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state provide that such notice is conditioned upon the consummation occurrence of an acquisition one (1) or sale transaction or upon the effectiveness of more other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventtransactions, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) extended if such condition is transactions are not satisfied consummated or are delayed. (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). d) All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, payable in cash.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0002,500,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, (i) the Borrower voluntarily prepays any Tranche B-2 Term Loans, (ii) the Borrower makes any mandatory prepayment of the Tranche B-2 Term Loans pursuant to Sections 2.13(a)(ii), 2.13(a)(iii), 2.13(a)(iv) or 2.13(a)(v), (iii) a Term Lender is deemed a Non-Consenting Lender and must assign its Tranche B-2 Term Loans pursuant to Section 3.06(a) or (iv) the Tranche B-2 Term Loans are accelerated, then in each case, the Borrower shall pay to the Administrative Agent on the date of such prepayment, assignment or acceleration, for the ratable account of each applicable Term Lender, a prepayment premium equal to (x) 3% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs after the Restatement Effective Date but prior to the first anniversary of the Restatement Effective Date, (y) 2% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment or assignment occurs on or after the first but prior to the second anniversary of the Restatement Effective Date and (z) 1% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs on or after the second but prior to the third anniversary of the Restatement Effective Date (the foregoing premiums, the “Prepayment Premium”); provided that (A) for the avoidance of doubt, no Prepayment Premium shall be payable on or following the third anniversary of the Restatement Effective Date and (B) the Prepayment Premium shall not apply to mandatory prepayments of the Tranche B-2 Term Loans pursuant to Section 2.13(a)(ii) that do not exceed $100,000,000 in the aggregate during the term of this Agreement. Without limiting the generality of the foregoing, it is understood and agreed that if the Tranche B-2 Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Tranche B-2 Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Tranche B-2 Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Term Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Voluntary Prepayment. (ai) The Subject to the terms of the Fee Letter, Borrower shall have may prepay the right at outstanding Principal Amount of the Term Loan, plus any time accrued and from time to time to prepay any Borrowingunpaid interest thereon, in whole or but not in part, upon at least three Business Days’ prior written (email) notice to the extent permitted by law, together with all other Obligations, including those fees set forth in the case of Eurodollar LoansFee Letter and payable in connection with such prepayment, then outstanding or written (email) notice at least one Business Day prior due in connection therewith, to the Payment Account. (ii) In connection with the prepayment in full of the Term Loan outstanding under this Section 3.02(b), any unpaid amounts in respect of such prepaid Term Loan not consisting of principal or Fixed Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable. (iii) The date of prepayment in of the case of ABR LoansTerm Loan and any other amounts due to Lender under this Section 3.02(b), shall be a Business Day not more than 10 Business Days following the date Borrower has provided to the Administrative Agent before 12:00 p.m., New York City timea Notice of Prepayment showing the calculation of the amount to be prepaid and all other amounts payable in connection therewith under this Section 3.02(b). Such Notice of Prepayment shall constitute Borrower’s irrevocable commitment to prepay the Term Loan outstanding and all such other amounts on such prepayment date; provided, however, that each partial prepayment shall be in an amount that is an integral multiple such Notice of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower Prepayment may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other any credit facilities or one or more other events specified therein (including the receipt occurrence of proceeds from the issuance a Change of other Indebtedness or any other specified eventControl), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Lender on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsatisfied.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any BorrowingLoan, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000, and (ii) no voluntary prepayments of any Loans shall be permitted prior to the first anniversary of the Closing Date. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of Term principal due in respect of the Loans then outstandingunder Section 2.08(a) as directed by the Borrower in writing; provided that such voluntary prepayment shall be applied pro rata between the Loans and the Other Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Loan (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Loan by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, further, however, that if Borrower shall revoke or extend the provisions prepayment date, from and including the date on which such prepayment would have been made until the earlier of Section 3.04 shall apply to any (A) such time as such prepayment that is not made as a result or (B) the last day of the failure of such condition)then applicable Interest Period, the Loans shall accrue interest at the Alternate Base Rate plus the Applicable Margin. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.09 shall be accompanied by (i) accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, (ii) the applicable Payment Premium and (iii) any other amounts then due and payable by the Loan Parties (including amounts payable under Section 2.19) under the Loan Documents.

Voluntary Prepayment. (aA) The Any Borrower shall have (or the right Representative of the Borrowers acting on behalf of all or any of the Borrowers) may at any time and from time prepay to time to prepay any Borrowingthe Lenders, in whole full or in part, upon (i) the Outstanding Amount of the Facility for a minimum total amount in principal of one million Euros (EUR 1,000,000) and beyond such amount, in multiples of two hundred thousand Euros (EUR 200,000), or any other amount to the extent that such amount corresponds to the entirety of the Outstanding Amount of the Facility or, as the case may be, (ii) the Outstanding Amount of the Additional Tranche for a minimum total amount in principal of one hundred thousand Euros (EUR 100,000) and beyond such amount in multiples of ten thousand Euros (EUR 10,000), or any other amount to the extent that such an amount corresponds to the entirety of the Outstanding Amount of the Additional Tranche. If such repayment does not take place on an Interest Payment Date, the provisions of Clause 19 (Indemnification obligations) shall apply. (B) Any voluntary prepayment pursuant to this Clause must be notified at least three ten (10) Business Days’ prior written Days in advance to the Agent by the Representative of the Borrowers. The Agent shall promptly inform the Lenders that it has received such a notice. Any notice sent to the Agent with a view to making a voluntary prepayment shall be definitive and may not be withdrawn. (emailC) notice Any voluntary prepayment made by a Borrower shall be set off against the Outstanding Amount in principal of its Allocated Share (and in the case of Eurodollar LoansBorrower III, or written (email) notice at least one Business Day prior to against the date Additional Tranche). Any voluntary prepayment made by the Representative of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment Borrowers shall be in an amount that is an integral multiple set off, at the discretion of $1,000,000 and not less than $2,000,000. the Representative of the Borrowers, against the Outstanding Amount of the Allocated Share of a Borrower (b) Except as may otherwise and, where applicable, should this repayment be set forth in any Extension Offer or any Refinancing Amendmentoff against the Allocated Share of Borrower III, voluntary prepayments of Term Loans pursuant to this Section 2.12 the Additional Tranche shall be applied ratably to each Class of Term Loans then outstanding. (ctake priority) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result Allocated Shares of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied Borrowers as designated by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymenthim.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar EurodollarSOFR Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0002,500,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). .. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 3.042.05(c) but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, (i) the Borrower voluntarily prepays any Tranche B-2 Term Loans, (ii) the Borrower makes any mandatory prepayment of the Tranche B-2 Term Loans pursuant to Sections 2.13(a)(ii), 2.13(a)(iii), 2.13(a)(iv) or 2.13(a)(v), (iii) a Term Lender is deemed a Non-Consenting Lender and must assign its Tranche B-2 Term Loans pursuant to Section 3.06(a) or (iv) the Tranche B-2 Term Loans are accelerated, then in each case, the Borrower shall pay to the Administrative Agent on the date of such prepayment, assignment or acceleration, for the ratable account of each applicable Term Lender, a prepayment premium equal to (x) 3% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs after the Restatement Effective Date but prior to the first anniversary of the Restatement Effective Date, (y) 2% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment or assignment occurs on or after the first but prior to the second anniversary of the Restatement Effective Date and (z) 1% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs on or after the second but prior to the third anniversary of the Restatement Effective Date (the foregoing premiums, the “Prepayment Premium”); provided that (A) for the avoidance of doubt, no Prepayment Premium shall be payable on or following the third anniversary of the Restatement Effective Date and (B) the Prepayment Premium shall not apply to mandatory prepayments of the Tranche B-2 Term Loans pursuant to Section 2.13(a)(ii) that do not exceed $100,000,000 in the aggregate during the term of this Agreement. Without limiting the generality of the foregoing, it is understood and agreed that if the Tranche B-2 Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Tranche B-2 Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Tranche B-2 Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Term Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Voluntary Prepayment. (a) The Borrower shall not have the right to prepay any Borrowing prior to April 27, 2017. On or after April 27, 2017 the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Daysnot less than thirty (30) days’ nor more than sixty (60) days’ prior written notice (emailor telephonic notice promptly confirmed by written notice) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000Agent. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably as directed by the Borrower to each Class the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.06. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 1:00 p.m. on the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 2.07 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.03 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.07 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventa Qualified Public Offering, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedsatisfied; provided further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the date that is 180 days after the Amendment No. 2 Effective Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.

Voluntary Prepayment. (a) The Borrower shall have may, without bonus or penalty (but subject to the right at any time provisions hereof) upon prior notice to the Agent specifying the proposed date and from time aggregate principal amount of the prepayment, and the Advance or Advances on account of which such prepayment is to time to be applied, prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case specified amount of Eurodollar Loans, or written (email) notice at least one Business Day prior Outstanding Principal Obligations together with all accrued interest thereon to the date of such prepayment in the case of ABR Loans, and any other amounts payable to the Administrative Agent Lender by the Borrower hereunder in respect thereof including pursuant to Section 12.6. Subject to the following sentence, any Outstanding Principal Obligations under any Credit Facility so prepaid other than under the Revolving Facility (including the NBC Facility) may not be reborrowed and the applicable Aggregate Commitments shall be correspondingly permanently reduced by the amount of any such principal prepayment. Each such notice of prepayment shall be given at or before 12:00 p.m.11:00 a.m. not less than four Business Days prior to the proposed date of prepayment and, New York City time; providedonce given, howeverany such notice shall be irrevocable and binding upon the Borrower. Notwithstanding the foregoing, that (a) the Borrower shall not be entitled to give any such notice or to make any such prepayment unless each partial prepayment shall be is in an aggregate principal amount that of not less than the lesser of (i) $5,000,000 or U.S.$5,000,000, as the case may be, and if in excess thereof is in an integral multiple of $1,000,000 or U.S.$1,000,000, as the case may be, (ii) the full Outstanding Principal Obligations in respect of such Credit Facility, and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendmentno BA Instrument, voluntary prepayments no Letter of Term Loans pursuant to this Section 2.12 Credit and no LIBOR Loan shall be applied ratably terminated prior to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; providedits maturity date, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation defease any outstanding BA Instrument or satisfy its obligations in relation to any outstanding Letter of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked Credit by the Borrower (by notice paying to the Administrative Agent on or prior an amount equal to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure Face Amount of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium BA Instrument or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest Letter of Credit on the principal amount to be prepaid to but excluding maturity of such BA Instrument or on drawdown under such Letter of Credit, as the date of paymentcase may be.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written (email) or fax notice in the case of Eurodollar Loans, or written (email) or fax notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 1,000,000 and (bii) Except as may otherwise be set forth at the Administrative Borrower’s election in connection with any Extension Offer or any Refinancing Amendment, voluntary prepayments prepayment of Term Revolving Loans pursuant to this Section 2.12 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied ratably to each Class of the remaining scheduled amortization payments relating to such Term Loans then outstandingas elected by the Administrative Borrower. (cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of if such notices states that the prepayment delivered by the Borrower may state that such notice is conditioned contingent upon the consummation successful issuance or incurrence of an acquisition Indebtedness permitted by Section 6.01 to be issued or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness incurred or any other specified eventevent (including, in which case but not limited to, the occurrence of any Asset Sale or Change of Control), then the Administrative Borrower may, if the specified condition is not satisfied, (x) revoke such notice may be revoked and/or (y) extend the prepayment date by not more than five (5) Business Days (in the Borrower case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided); provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. The Borrower may prepay all or any part of the Loan Balance at any time, provided that: (a) The such prepayment shall only be made on an Interest Payment Date; (b) the Lender has received no less than thirty (30) days’ irrevocable written notice from the Borrower of the proposed date and amount of the prepayment; (c) any partial prepayment is in a minimum amount of Five Million United States Dollars ($5,000,000) and, if greater, an integral multiple of Five Million United States Dollars ($5,000,000); (d) if paid other than on the last day of any Interest Period, the Borrower indemnifies the Lender under clause 18.2 (General Indemnity); (e) such prepayment shall only be made together with payment of (i) interest accrued on the Loan Balance to such prepayment date, and (ii) all other sums which shall have the right at any time and from time to time to prepay any Borrowing, in whole become due on or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of such prepayment pursuant to this Agreement; (f) the Borrower shall also pay all costs incurred by the Lender in respect of such prepayment which shall include the case costs of ABR Loansdischarging and releasing the Vessel Mortgage and other security (if any) granted for the Loan, if the Vessel Mortgage and security shall be, upon the prepayment of all of the Loan Balance, discharged and released pursuant to the Administrative Agent before 12:00 p.m.terms thereof; (g) once such notice is given by the Borrower to the Lender, New York City timesuch notice shall constitute the irrevocable agreement of the Borrower to prepay the amount in such notice as far as the description of the above items is accurate; (h) the amount so prepaid shall not be available for re-borrowing under this Agreement; provided, however, that each and (i) any partial prepayment shall be applied against the Instalments in an amount that is an integral multiple inverse order of $1,000,000 and not less than $2,000,000their maturity. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower but may state that such notice it is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or subject to any other specified eventcondition precedent, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedsatisfied; provided further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the date that is 180 days after the Restatement Effective Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in partpart without premium or penalty other than as provided in Section 2.16 and Section 2.25, (i) upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Term Loans, (ii) upon at least two Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of CDOR Rate Term Loans or (emailiii) written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans or Canadian Prime Rate Term Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that in each case, each partial prepayment shall be in an amount that is an integral multiple of $US$1,000,000 or C$1,000,000, as applicable, and not less than $2,000,000US$5,000,000 or C$5,000,000, as applicable. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of such Term Loans then outstandingunder Section 2.11 as directed by the applicable Borrower (or absent such direction, pro rata). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a if such prepayment is for all of the then outstanding Term Loans under any Tranche, or all Tranches, then the Borrowers may revoke such notice of and/or extend the prepayment delivered date by not more than five Business Days; provided further, however, that (i) if the then outstanding Term Loans under any Tranche or all Tranches are being prepaid in full Borrowers may extend the prepayment date by the Borrower may state that such notice is conditioned upon amount of any delay in the consummation of an acquisition or sale transaction or upon any refinancing that is the effectiveness source of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventsuch prepayment, in which case such notice may be revoked by the Borrower and (by notice to the Administrative Agent on or prior to the specified effective dateii) if such condition is not satisfied (provided, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of all such condition)revocations or extensions. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) Sections 2.16 and Section 3.04 2.25 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Subject to Section 2.05(d) and Section 2.05(e), the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class pro rata against the then outstanding principal amount of the Initial Term Loans, First Delayed Draw Term Loans then outstandingand Second Delayed Draw Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; providedprovided that if such prepayment is for all of the then outstanding Loans, however, that a notice of prepayment delivered by then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedfurther, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable2.05(d), Section 2.05(e) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Term Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (a) Voluntary prepayments of Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer Offer, any Refinancing Amendment or any Refinancing Incremental Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 (i) shall be applied ratably to each Class of Term Loans then outstandingoutstanding and (ii) with respect to each Class of Term Loans, shall be applied against the remaining scheduled installments of principal due in respect thereof (in the case of the Initial Term Loans, as set forth in Section 2.11) as directed by the Borrower (or, absent such direction, in forward order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is in connection with a notice of prepayment delivered by refinancing, then the Borrower may state that condition such notice is conditioned upon the consummation of an acquisition or sale transaction or upon on the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied refinancing (provided, that the provisions of Section 3.04 3.05 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 3.05 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, on or prior to the first anniversary of the Restatement Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.13(a)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case). (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Borrower (or, absent such directions, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedsatisfied; provided further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the date that is 180 days after the Amendment No. 12 Effective Date, the Borrower shall pay a prepayment fee of one percent (1.00%) of the principal amount of the Term Loans so prepaid or subject to such Repricing Event, as applicable.

Voluntary Prepayment. (a) The Borrower shall have Company may, on any Interest Payment Date, prepay all or any part of the right at DEG Loan then outstanding, on not less than thirty (30) days' written notice to DEG, but only if: (i) the Company simultaneously pays the prepayment premium specified in Section 3.8 hereof in respect of any time outstanding balance of the DEG Loan, with respect to the portion of the DEG Loan so prepaid; (ii) the Company simultaneously pays (x) all accrued interest on the amount of the DEG Loan to be prepaid, and from time (y) all other amounts then payable under this Agreement; (iii) for a partial prepayment, such prepayment is in an aggregate amount of not less than One Million Deutsche Marks (DM1,000,000); (iv) the Company simultaneously prepays, pro rata, the outstanding principal amount of the IFC Loans (or portion thereof, as applicable), together with all accrued interest on the principal amounts of the Loans (or portions thereof, as applicable), the Maintenance Amount (if any) on the Loans (or portions thereof, as applicable) and all other amounts then due hereunder or under any of the other Loan Documents; and (v) if DEG so requires, the Company delivers to time to prepay any BorrowingDEG, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment, evidence satisfactory to DEG that all Governmental Approvals necessary in respect of the prepayment have been obtained or an opinion of counsel, in the case of ABR Loans, form and substance reasonably satisfactory to the Administrative Agent before 12:00 p.m., New York City time; provided, howeverDEG, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000none are required. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to Amounts prepaid under this Section 2.12 and Section 3.7 shall be applied ratably by DEG to each Class all respective outstanding repayment installments of Term Loans then outstandingthe DEG Loan in inverse order of maturity. (c) Each Upon delivery of a notice of prepayment in accordance with subsection (a) above, the Company shall specify make the prepayment date and in accordance with the principal amount terms of each Borrowing that notice. (or portion thereofd) to be The Company may not request Disbursement of amounts prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (ai) The Borrower shall have be entitled to repay the right at any time and from time to time to prepay any Borrowing, outstanding principal amount of the Loan in whole or in part, upon part at any time subject to satisfaction of the following conditions precedent: (a) Borrower shall provide Administrative Agent written notice of the date of the prepayment and such notice shall have been received by Administrative Agent not later than 4:00 p.m. (Eastern time) at least three (3) Business Days’ Days prior written to the date of such prepayment (emailthe date three (3) Business Days prior to the date of such prepayment being referred to as the “Prepayment Notice Cut Off Time”), provided, however, that such notice in the case of Eurodollar Loans, or written (email) notice may be revoked at least one Business Day any time prior to the date of prepayment specified in such notice; if such notice is revoked after the Prepayment Notice Cut Off Time or Borrower otherwise fails to make the prepayment in the case amount and on the date specified in a notice that has not been revoked, then Borrower shall pay to Administrative Agent, for the account of ABR Loansthe Lenders, promptly upon demand any amount due under Section 2.13 that would have been payable if the amount set forth in such notice had been prepaid on the date specified in such notice and, without limitation to the foregoing, Administrative Agent before 12:00 p.m., New York City timeshall have the right to convert any such amount specified in any such notice which is a LIBOR Loan to a Base Rate Loan until such time as Borrower shall have selected the applicable rate for such portion of the Loan; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth Borrower, at the time of such prepayment, shall have paid to Administrative Agent, for the account of the Lenders, any amount due under Section 2.13 incurred by the Lenders in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. connection with such prepayment; and (c) Each notice if an Interest Rate Protection Agreement is then in place, Borrower, at the time of such prepayment, shall have paid any and all early termination fees and other amounts due in connection with such prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied applicable counterparty (providedcollectively, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition“IRPA Termination Fees”). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower BorrowerBorrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written (email) or fax notice in the case of Eurodollar Loans, or written (email) or fax notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 1,000,000 and (bii) Except as may otherwise be set forth at the Administrative Borrower’s election in connection with any Extension Offer or any Refinancing Amendment, voluntary prepayments prepayment of Term Revolving Loans pursuant to this Section 2.12 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied ratably to each Class of the remaining scheduled amortization payments relating to such Term Loans then outstandingas elected by the Administrative Borrower. (cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower BorrowerBorrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of if such notices states that the prepayment delivered by the Borrower may state that such notice is conditioned contingent upon the consummation successful issuance or incurrence of an acquisition Indebtedness permitted by Section 6.01 to be issued or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness incurred or any other specified eventevent (including, in which case but not limited to, the occurrence of any Asset Sale or Change of Control), then the Administrative Borrower may, if the specified condition is not satisfied, (x) revoke such notice may be revoked and/or (y) extend the prepayment date by not more than five (5) Business Days (in the Borrower case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided); provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, upon at least three Business Days’ subject to prior written notice in accordance with the provisions of this Section 2.11. The Company shall notify the Administrative Agent by telephone or electronic communication, if arrangements for doing so have been approved by the Administrative Agent of any prepayment hereunder (emaili) notice in the case of Eurodollar Loansprepayment of a Term SOFR Borrowing, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.not later than 11:00 a.m., New York City time; provided, howevertwo (2) Business Days before the date of prepayment and (ii) in the case of a prepayment of an ABR Borrowing, that each partial not later than 11:00 a.m. New York City time, on the date of prepayment (such notice, “Prepayment Notice”). Each Prepayment Notice shall be in an amount that is an integral multiple of $1,000,000 irrevocable and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) thereof to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated thereinprepaid; providedprovided that, however, that if a Prepayment Notice is given in connection with a conditional notice of prepayment delivered termination of any Commitments as contemplated by the Borrower may state that Section 2.09, then such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice Prepayment Notice may be revoked by the Borrower (by if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent on or prior shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the specified effective date) if such condition is not satisfied (provided, that Loans included in the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)prepaid Borrowing. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and unpaid interest on the principal amount (ii) break funding payments pursuant to be prepaid to but excluding the date of paymentSection 2.16 (if any).

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at right, upon giving the Bank not less than ten (10) Banking Days' notice in writing, to prepay, without any time penalty or fee, part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from time the Borrowers to time the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that: (A) the giving of such notice by the Borrowers will irrevocably commit the Borrowers to prepay any Borrowingsuch amount as stated in such notice; (B) such prepayment may take place only on the last day of an Interest Period relating to the whole of the Loan, in whole or in part, upon at least three Business Days’ prior written provided however that if the Borrowers shall request consent to make such prepayment on another day and the Bank shall accede to such request (email) notice it being in the case sole discretion of Eurodollar Loans, the Bank to decide whether or written (emailnot to do so) notice at least one Business Day prior the Borrowers will pay in addition to the date of prepayment in the case of ABR Loansamount to be prepaid, any such sum as may be payable to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that Bank pursuant to Clause 10.1; (C) each partial prepayment shall be in an equal to the amount that is an integral multiple of $1,000,000 400,000 (four hundred thousand Dollars) or a whole multiple thereof or the balance of the Loan and not less than $2,000,000.will be applied by the Bank in or towards satisfaction of the Repayment Instalments in inverse order of their maturity; (bD) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each every notice of prepayment shall specify be effective only on actual receipt by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid Bank, shall be irrevocable and shall commit oblige the Borrower Borrowers to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified; (E) no amount prepaid may be re-borrowed; provided, however, that a notice of prepayment delivered by and (F) the Borrower Borrowers may state that such notice is conditioned upon not prepay the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness Loan or any other specified event, part thereof save as expressly provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least following written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent not later than 12:00 (noon), New York City time, (i) three Business Days’ Days prior written (email) notice to the date of prepayment, in the case of Eurodollar LoansEurocurrency Loans denominated in Dollars, or written (emailii) notice at least four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment prepayment, in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that (x) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $2,000,000the Borrowing Minimum and (y) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Except as may otherwise be set forth Notwithstanding anything to the contrary contained in any Extension Offer this Section 2.12 or any Refinancing Amendment, voluntary other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 shall be applied ratably on the following basis: (i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to each Class repurchase all or any portion of the Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing any Class by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by providing written notice to the Administrative Agent on or prior (for distribution to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result Term Lenders of the failure related Class) identifying the Term Loans that will be the subject of such conditionthe Auction (an “Auction Notice”). All prepayments under this Section 2.12 Each Auction Notice shall be subject to Section 2.12(d) (in a form reasonably acceptable to the extent applicableAdministrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 (y) the discount to par, which shall be accompanied by accrued and unpaid interest on a range (the “Discount Range”) of percentages of the par principal amount to of the Term Loans at issue that represents the range of purchase prices that could be prepaid to but excluding paid in the date of payment.Auction;

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Term Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class pro rata against the remaining scheduled installments of Term principal due in respect of the Loans then outstandingunder Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each the Class of Term Loans then outstandingselected by the Borrowers (it being understood that in the case of a prepayment of any Term B-1 Loans, such prepayments shall be applied on a pro rata basis to all Term B-1 Loans (including the Add-on Term B-1 Loans, on a pro rata basis) and to the outstanding principal amounts due on a Term Loan Repayment Date of each such Class of Term Loans as directed by the Borrowers (or in the absence of direction, in direct order of maturity). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the applicable Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date by not more than five Business Days; provided, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedfurther, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable2.05(b) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Subject to the concurrent payment of the Applicable Premium, the Borrower shall have the right may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this under Section 2.12 2.12(a) shall be applied ratably to each Class in direct order of Term maturity against the remaining scheduled installments of principal due in respect of the Loans then outstandingunder Section 2.11. (c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on the date of prepayment and/or extend the prepayment date by not more than five Business Days; provided further, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities incurrences or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 (including with respect to any revocation or extension) shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 shall be accompanied by (i) the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment and (ii) the Applicable Premium.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in partright, upon at least three Business Days’ prior written (email) notice in giving the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and Bank not less than $2,000,000.five (5) Banking Days’ notice in writing, to prepay part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that: (ba) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments the giving of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each such notice of prepayment shall specify by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall Borrower will irrevocably commit the Borrower to prepay such Borrowing amount as stated in such notice; (b) such prepayment may take place only on the last day of an Interest Period in respect of the Loan provided however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (it being in the reasonable discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1; (c) each partial prepayment shall be equal to $900,000 (Nine hundred thousand Dollars) or the equivalent thereof in the Optional Currency at which the Loan is at the time denominated or a whole multiple thereof or the balance of the Loan; (d) any prepayment of less than the whole of the Loan will be applied towards satisfaction first of the Balloon Instalment and then the outstanding Repayment Instalments in the inverse order of maturity; (e) every notice of prepayment shall be effective only on actual receipt (including by fax) by the amount stated therein Bank, shall be irrevocable and shall oblige the Borrower to make such prepayment on the date stated thereinspecified; (f) no amount prepaid may be re-borrowed; provided, however, that a notice of prepayment delivered by and (g) the Borrower may state that such notice is conditioned upon not prepay the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness Loan or any other specified event, part thereof save as expressly provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (a) The Except for required principal amortization pursuant to Section 2.5, Borrower shall have may not prepay all or any part of the right at any time and from time to time to prepay any Borrowingprincipal balance of the Loan until January 1, 2002. On or after January 1, 2002, provided no Event of Default exists, the principal balance of the Note may be prepaid in whole or in part, upon at least three Business Days’ prior provided that (i) written irrevocable notice of such prepayment specifying the intended date of prepayment is received by Lender not more than sixty (email60) notice in the case of Eurodollar Loans, or written days and not less than ten (email10) notice at least one Business Day days prior to the date of such prepayment, (ii) such prepayment must be accompanied by all interest accrued but unpaid on the Loan (including Deferred Interest allocable to the portion of the Loan being prepaid, but excluding Deferred Interest for the portion of the Loan which remains outstanding), (iii) such prepayment must also be accompanied by all Breakage Costs, if any, with respect to such prepayment, and (iv) such prepayment must also be accompanied by the Additional Fee and all other sums due hereunder or under the other Loan Documents through the date of such prepayment. Notwithstanding anything to the contrary herein or in the case Note, any notice of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c2.7(a) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and the principal balance of the Note specified for prepayment in such notice shall commit the Borrower to prepay such Borrowing by the amount stated therein be absolutely and unconditionally due and payable on the date stated therein; providedspecified in such notice, however, that a unless (i) Borrower revokes such notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower writing at least five (by notice to the Administrative Agent on or 5) days prior to the specified effective datedate designated as the prepayment date in such notice of prepayment, and (ii) if pays all of Lender's reasonable costs and expenses incurred related to such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentprospective prepayment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, to the extent any such prepayments, including any prepayments made pursuant to Section 2.23 made on or prior to the second anniversary of the Closing Date exceed $33,000,000 in the aggregate, Borrower shall pay to the Administrative Agent for the ratable account of the applicable Lenders a prepayment premium in an amount equal to the then present value of the required interest payments not yet made (assuming for this purpose an interest rate equal to the Adjusted LIBO Rate for a Eurodollar Borrowing with a one month Interest Period made on the date of such prepayment or assignment plus the Applicable Margin with respect thereto) on the principal amount of the Term Loan so prepaid that but for such prepayment would have been payable through the Term Loan Maturity Date, calculated using a discount rate equal to the Treasury Rate as of the date of such prepayment or assignment plus 50 basis points; provided, further that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $2,000,000500,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as directed by the Borrower. Voluntary prepayments of Other Term Loans shall be applied against the remaining scheduled installments of principal due in respect of such Other Term Loans as set forth in the applicable Incremental Term Loan Assumption Agreement or, if the applicable Incremental Term Loan Assumption Agreement does not provide for the manner of such application, such prepayments shall be applied as directed by the Borrower. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventmay, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to 1:00 p.m. New York City time on the specified effective prepayment date) if , revoke such condition is notice and/or extend the prepayment date by not satisfied (providedmore than five Business Days; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d2.16 but shall, except as otherwise set forth above in clause (a) (to the extent applicable) and of this Section 3.04 but 2.12, otherwise be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have Company may, on any Interest Payment Date, prepay all or any part of the right at IFC Loans then outstanding, on not less than thirty (30) days' written notice to IFC, but only if: (i) the Company simultaneously pays the prepayment premium specified in Section 3.8 hereof (x) in respect of any time outstanding balance of the A Loan, with respect to the portion of the A Loan so prepaid; (ii) the Company simultaneously pays (x) all accrued interest on the amount of the IFC Loans to be prepaid, and from time (y) all other amounts then payable under this Agreement; (iii) for a partial prepayment, such prepayment is in an aggregate amount of not less than six million Dollars ($6,000,000); (iv) the Company simultaneously prepays, pro rata, the outstanding principal amount of the DEG Loan (or portions thereof, as applicable), together with all accrued interest on the principal amounts of the Loans (or portions thereof, as applicable), the Maintenance Amount (if any) on the Loans (or portions thereof, as applicable) and all other amounts then due hereunder or under any of the Loan Documents; and (v) if IFC so requires, the Company delivers to time to prepay any BorrowingIFC, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment, evidence satisfactory to IFC that all Governmental Approvals necessary in respect of the prepayment have been obtained or an opinion of counsel, in the case of ABR Loans, form and substance reasonably satisfactory to the Administrative Agent before 12:00 p.m., New York City time; provided, howeverIFC, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000none are required. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to Amounts prepaid under this Section 2.12 Section: (i) shall be allocated by IFC pro rata between the A Loan and the B Loan in proportion to their respective principal amounts outstanding on the date of any such prepayment; and (ii) shall then be applied ratably by IFC to each Class the respective outstanding repayment installments of Term Loans then outstandingthe A Loan and the B Loan on a pro rata basis. (c) Each Upon delivery of a notice of prepayment in accordance with subsection (a) above, the Company shall specify make the prepayment date and in accordance with the principal amount terms of each Borrowing that notice. (or portion thereofd) to be The Company may not request Disbursement of amounts prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (a) The Borrower shall have be entitled to repay the right at any time and from time to time to prepay any Borrowing, outstanding principal amount of the Loan in whole or in part, upon part at any time subject to satisfaction of the following conditions precedent: (a) Borrower shall provide Administrative Agent written notice of the date of the prepayment and such notice shall have been received by Administrative Agent not later than 4:00 p.m. (Eastern time) at least three five (5) Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day Days prior to the date of prepayment such prepayment, and Administrative Agent shall in the case of ABR Loans, turn notify each Lender not less than three (3) Business Days prior to the Administrative Agent before 12:00 p.m.date of such prepayment (the date three (3) Business Days prior to the date of such prepayment being referred to as the “Prepayment Notice Cut Off Time”), New York City time; provided, however, that each partial such notice by Borrower may be revoked at any time prior to the date of, but not on the date of, prepayment specified in such notice; if such notice is revoked after the Prepayment Notice Cut Off Time, but prior to the specified prepayment date, or Borrower otherwise fails to make the prepayment in the amount and on the date specified in a notice that has not been revoked, then Borrower shall be pay to Administrative Agent, for the account of the Lenders, promptly upon demand any amount due under Section 2.14 that would have been payable if the amount set forth in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. such notice had been prepaid on the date specified in such notice; (b) Except as may otherwise be set forth Borrower, at the time of such prepayment, shall have paid to Administrative Agent, for the account of the Lenders, any amount due under Section 2.14 incurred by the Lenders in connection with such prepayment; and (c) if an Interest Rate Protection Agreement is then in place, Borrower, at the time of such prepayment, shall have paid any Extension Offer or any Refinancing Amendmentand all early termination fees and other amounts due in connection with such prepayment to the applicable counterparty (collectively, voluntary prepayments “IRPA Termination Fees”). Any partial prepayment of Term Loans the Loan pursuant to this Section 2.12 2.8(c) shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable in $1,000,000 increments and shall commit in no event be less than $10,000,000 (except to that extent that Borrower is prepaying the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, Loan in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such conditionwhole). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar SOFR Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0002,500,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.05(c) but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, (i) the Borrower voluntarily prepays any Tranche B-2 Term Loans, (ii) the Borrower makes any mandatory prepayment of the Tranche B-2 Term Loans pursuant to Sections 2.13(a)(ii), 2.13(a)(iii), 2.13(a)(iv) or 2.13(a)(v), (iii) a Term Lender is deemed a Non-Consenting Lender and must assign its Tranche B-2 Term Loans pursuant to Section 3.06(a) or (iv) the Tranche B-2 Term Loans are accelerated, then in each case, the Borrower shall pay to the Administrative Agent on the date of such prepayment, assignment or acceleration, for the ratable account of each applicable Term Lender, a prepayment premium equal to (x) 3% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs after the Restatement Effective Date but prior to the first anniversary of the Restatement Effective Date, (y) 2% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment or assignment occurs on or after the first but prior to the second anniversary of the Restatement Effective Date and (z) 1% of the aggregate amount of the applicable Tranche B-2 Term Loans being prepaid, accelerated or assigned if such prepayment, acceleration or assignment occurs on or after the second but prior to the third anniversary of the Restatement Effective Date (the foregoing premiums, the “Prepayment Premium”); provided that (A) for the avoidance of doubt, no Prepayment Premium shall be payable on or following the third anniversary of the Restatement Effective Date and (B) the Prepayment Premium shall not apply to mandatory prepayments of the Tranche B-2 Term Loans pursuant to Section 2.13(a)(ii) that do not exceed $100,000,000 in the aggregate during the term of this Agreement. Without limiting the generality of the foregoing, it is understood and agreed that if the Tranche B-2 Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Tranche B-2 Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Tranche B-2 Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Term Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three five (5) Business Days’ prior written, email notice (or telephone notice promptly confirmed by written (emailor email notice) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.10:00 a.m., New York City time; provided, however, that each partial prepayment prepayment, shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000500,000 or in the aggregate principal amount of such Borrowing. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing AmendmentSubject to Section 2.18, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably pro rata to the Term Loan based on the outstanding principal balances thereof, and within each such Class of Term Loans, as directed by the Borrower but in any event pro rata among and within each Class of Term Loans then outstandingLoans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 2.13 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 2.17 but otherwise without premium or penaltypenalty other than as set forth in Section 2.25. All prepayments under this Section 2.12 2.13 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding the foregoing, a notice of prepayment that states that such notice is conditioned upon the effectiveness of other credit facilities or other transactions may be revoked by 12:00 p.m. New York City time on the effective date (or such prepayment may be extended by the Borrower by notice to the Administrative Agent on or prior to by 12:00 p.m. New York City time on the specified effective date) if such condition is not satisfied on such date; provided that the provisions of Section 2.17 shall apply with respect to any such revocation or extension to the extent applicable. (d) Notwithstanding anything to the contrary contained herein, any prepayment of Loans pursuant to this Section 2.13 shall be subject to Section 2.25.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is (x) in the case of Eurodollar Loans, an integral multiple of $1,000,000 500,000 and not less than $2,000,0001,000,000, and (y) in the case of ABR Loans, an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(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. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be allocated pro rata between the Term Loans and Other Term Loan, if any (based on their respective outstanding principal amounts) and shall be applied ratably to each Class against the scheduled installments of principal due in respect of the Term Loans then outstandingand Other Term Loans under Sections 2.11(a)(i) and (ii), respectively, following the date of such prepayment as directed by the Borrower in the notice described in clause (a) above or, in the absence of any such direction, in direct order of maturity. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked prepayment date by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)more than five Business Days. All prepayments under this Section 2.12 shall be subject to Section 2.12(dSections 2.05(e) (to the extent applicable) and Section 3.04 2.16, but otherwise may be made without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a%3) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least following written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent not later than 12:00 (noon), New York City time, (i) three Business Days’ Days prior written (email) notice to the date of prepayment, in the case of Eurodollar LoansEurocurrency Loans denominated in Dollars, or written (emailii) notice at least four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment prepayment, in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that (x) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $2,000,000the Borrowing Minimum and (y) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (ba) Except as may otherwise be set forth Notwithstanding anything to the contrary contained in any Extension Offer this Section 2.12 or any Refinancing Amendmentother provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis: (i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent; (iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due; (iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount; (v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and (vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12 2.12(b) shall be subject to the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries. (vii) Each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (x) the Repurchaser may then have, or later may come into possession of, Excluded Information, (y) such Lender has independently and, without reliance on Holdings, the Borrowers, any of the other Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (z) none of Holdings, the Borrowers, any other Subsidiary, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Borrowers, the other Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. (b) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingof any such Class under Section 2.11 as specified by the applicable Term Borrower or Term Borrowers. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or the occurrence of any other event) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans of a notice of prepayment delivered by Class, then the applicable Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 2.12(a) shall be subject to Section 2.12(d) Sections 2.12(e), 2.12 (to the extent applicablef) and Section 3.04 2.16, but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 2.12(a) (other than prepayments of Daily Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the applicable Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) If, prior to the date that is six months after the 2016 Restatement Date, (i) all or any portion of the European Term Loans or the U.S. Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence of secured term loans that are marketed or syndicated to banks and other institutional investors and the effective yield (as determined by the Administrative Agent in consultation with Holdings and in a manner consistent with generally accepted financial practice and, in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBO Rate or the EURIBO Rate) of such secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the European Term Loans or the U.S. Term Loans, as the case may be, or (ii) a European Term Lender or a U.S. Term Lender must assign its European Term Loans or U.S. Term Loans, as the case may be, pursuant to Section 2.21, in each case as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the interest rate margins (or other pricing-related terms) then in effect with respect to such European Term Loans or U.S. Term Loans, as the case may be, then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the European Borrowers, in the case of European Term Loans, or the U.S. Borrowers, in the case of U.S. Term Loans, in each case equal to 1.0% of the principal amount thereof; provided that this Section 2.12(e) shall not apply to any prepayment of the Term Loans upon the occurrence of a Change in Control.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 in the case of a Term Borrowing and an integral multiple of $100,000 and not less than $1,000,000 in the case of a Revolving Borrowing. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class against the remaining scheduled installments of principal due in respect of the Term Loans then outstandingunder Section 2.11 as may be specified by the Borrower, or if not so specified, in direct order of maturity. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the then outstanding Loans, then the Borrower may state that (x) revoke such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective dateproposed date of prepayment and/or (y) if such condition is extend the prepayment date by not satisfied (providedmore than five Business Days; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (2.12(d)and to the extent applicable) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that the Term Loans are prepaid in whole or in part pursuant to Section 2.12(a) or Section 2.13 (other than Sections 2.13(a) and 2.13(d)) or in the event of an assignment of Term Loans pursuant to Section 2.21, in each case on or prior to the second anniversary of the Closing Date, the Borrower shall pay to the Term Lenders a prepayment fee (the “Prepayment Fee”) equal to the applicable percentage set forth below of the aggregate principal amount of Term Loans so prepaid, assigned or paid, as the case may be, determined as follows: On or prior to the first anniversary of the Closing Date 2.00 % After the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date 1.00 % Amounts payable pursuant to this Section 2.12(d) shall be due and payable on the date of effectiveness of the applicable prepayment or assignment.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least following written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent not later than 12:00 (noon), New York City time, (i) three Business Days’ Days prior written (email) notice to the date of prepayment, in the case of Eurodollar LoansTerm SOFR Loans denominated in Dollars, or written (emailii) notice at least four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment prepayment, in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that (x) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $2,000,000the Borrowing Minimum and (y) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Except as may otherwise be set forth Notwithstanding anything to the contrary contained in any Extension Offer this Section 2.12 or any Refinancing Amendmentother provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis: (i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent; (iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due; (iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount; (v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and (vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12 2.12(b) shall be applied ratably subject to each the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries. (vii) Each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (x) the Repurchaser may then outstandinghave, or later may come into possession of, Excluded Information, (y) such Lender has independently and, without reliance on Holdings, the Borrowers, any of the other Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (z) none of Holdings, the Borrowers, any other Subsidiary, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Borrowers, the other Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. (c) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of any such Class under Section 2.11 as specified by the applicable Term Borrower or Term Borrowers. (d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or the occurrence of any other event) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans of a notice of prepayment delivered by Class, then the applicable Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 2.12(a) shall be subject to Section 2.12(d) Sections 2.12(e), 2.12 (to the extent applicablef) and Section 3.04 2.16, but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.under

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingtime, in whole or in part, upon at least three on not less than 20 Business Days’ prior written notice to EDC to prepay on any Interest Payment Date all or any part of the principal amount of the Senior Loans then outstanding; provided that: (email1) notice the Borrower shall pay to EDC at the same time all accrued interest and other amounts payable on the principal amount of the EDC Loan to be prepaid and all other amounts due hereunder in respect of such prepayment, including without limitation any unwinding costs, which may arise as provided under Section 3.14; and (2) in the case of Eurodollar Loans, or written a partial prepayment: (emaili) notice at least one Business Day prior to the date USD Equivalent Amount of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial such prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,00010,000,000 (and integral multiples of $5,000,000); (ii) the amount of such prepayment shall be applied and allocated as follows: (A) first to outstanding repayment instalments of the EBRD B Loan, in inverse order of maturity, until such time as the outstanding principal amount of the EBRD B Loan is reduced to zero (0), and (B) second, to the outstanding repayment instalments of the EBRD A Loan, EDC Loan and the NIB Loan on a pro rata basis in proportion to the respective principal amounts outstanding immediately prior to such prepayments under the EBRD A Loan, the EDC Loan and the NIB Loan, in inverse order of maturity, provided that EDC at its sole discretion upon 10 Business Days’ written notice to the Borrower may require that such prepayment be allocated and applied instead between the EDC Loan and the Senior Loans provided by any other Senior Lender(s) that delivered a similar notice to the Borrower with a copy to EDC within such 10 Business Day period, such allocation to be made on a pro rata basis based on the principal amounts outstanding under the EDC Loan and such other Senior Loans immediately prior to such prepayment, in each case in inverse order of maturity. If EDC delivers such notice to the Borrower, the prepayment charge payable pursuant to Section 3.10(b) in respect of such prepayment shall be payable at the rate identified in Section 3.10(b)(ii) of the EBRD Loan Agreement. (3) Any such notice of prepayment by the Borrower shall be irrevocable and binding on the Borrower and, upon delivery of such notice, the Borrower shall be obligated to prepay the EDC Loan in accordance with the terms thereof. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments The Borrower shall pay to EDC on the date of Term Loans pursuant to prepayment of the EDC Loan under this Section 2.12 shall 3.10 an administration charge equal to, (A) one per cent (1.0%) of the principal amount of the EDC Loan to be applied ratably prepaid, if the prepayment occurs on or before 31 December 2004, or (B) one half of one percent (0.5%) of the principal amount of the EDC Loan to each Class be prepaid, if the prepayment occurs after 31 December 2004 but on or before 31 December 2005; or (C) one eighth of Term Loans then outstandingone percent (0.125%) of the principal amount of the EDC Loan to be prepaid if the prepayment occurs at any time after 31 December 2005. (c) Each notice The Borrower shall not prepay all or any part of prepayment shall specify the prepayment date EDC Loan except at the times and the principal amount manner expressly provided for in this Agreement. (d) Amounts of each Borrowing (or portion thereof) to be the EDC Loan prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 3.10 may not be reborrowed and the commitment of EDC to make the EDC Loan available hereunder shall be subject to Section 2.12(dpermanently reduced by such prepaid amounts. (e) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments Any prepayment under this Section 2.12 3.10 shall be accompanied by accrued made on a pro rata basis between the Tranche I EDC Loan and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentTranche II EDC Loan.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written (email) or fax notice in the case of Eurodollar EurodollarTerm SOFR Loans, or written (email) or fax notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 1,000,000 and (bii) Except as may otherwise be set forth at the Administrative Borrower’s election in connection with any Extension Offer or any Refinancing Amendment, voluntary prepayments prepayment of Term Revolving Loans pursuant to this Section 2.12 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied ratably to each Class of the remaining scheduled amortization payments relating to such Term Loans then outstandingas elected by the Administrative Borrower. (cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of if such notices states that the prepayment delivered by the Borrower may state that such notice is conditioned contingent upon the consummation successful issuance or incurrence of an acquisition Indebtedness permitted by Section 6.01 to be issued or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness incurred or any other specified eventevent (including, in which case but not limited to, the occurrence of any Asset Sale or Change ofin Control), then the Administrative Borrower may, if the specified condition is not satisfied, (x) revoke such notice may be revoked and/or (y) extend the prepayment date by not more than five (5) Business Days (in the Borrower case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided); provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (ai) The Borrowers may, upon irrevocable written notice from the Lead Borrower shall have to the right Agent, at any time and or from time to time voluntarily prepay Delayed Draw Term Loans hereunder. Any prepayment pursuant to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written (emailthis Section 2.05(a) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an a minimum amount that is an integral multiple of $1,000,000 and not less than increments of $2,000,000. (b) 1,000,000 in excess of such amount or, if less, the entire amount of the applicable Delayed Draw Term Loan so prepaid. Except as may otherwise be expressly set forth in any Extension Offer or any Refinancing AmendmentSection 2.05(a)(ii) below, voluntary prepayments of Term Loans amounts prepaid pursuant to this Section 2.12 shall 2.05(a)(i) may not be applied ratably to each Class of Term Loans then outstanding. (c) Each notice reborrowed. Notice of prepayment must be received by the Agent not later than 11:00 a.m. three (3) Business Days prior to any date of prepayment. Each such notice shall specify the prepayment date and the principal amount of each Borrowing (or portion thereofsuch prepayment and identify the Delayed Draw Term Loan(s) to be prepaid prepaid. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and shall commit the Borrower to prepay such Borrowing by the amount stated therein payable on the date stated specified therein; provided, however, that . Any prepayment of a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 Delayed Draw Term Loan shall be accompanied by all accrued and unpaid interest on the principal amount prepaid, together with any applicable Early Termination Fee and any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the applicable Delayed Draw Term Loans of the Lenders prepaid to but excluding in accordance with their respective Applicable Percentages. Except as expressly set forth in the date last sentence of paymentSection 2.01(b), amounts prepaid on account of Delayed Draw Term Loans may not be reborrowed. (ii) [Reserved].

Voluntary Prepayment. Except for required principal amortization pursuant to Section 2.5, Borrower may not prepay all or any part of the principal balance of the Loan until January 1, 2002; provided, that prior to January 1, 2002 the entire then-remaining balance of the Loan may be prepaid in whole, but not in part, upon not less than ten (a10) The days prior notice in the event, but only in the event, that substantially all of the assets of, or stock and partnership interests in, Holdings and (directly, or indirectly through the transfer of ownership of Holdings) Borrower shall are sold to a Person (or affiliated group of Persons) not currently affiliated with Holdings and Borrower in a single, bona fide, arms-length transaction, provided that such prepayment is accompanied by the payment of (1) all interest accrued but unpaid on the Loan, (2) all Breakage Costs, if any, with respect to such prepayment, as determined by Lender, (3) the Additional Fee and all other sums due hereunder or under the other Loan Documents through the date of such prepayment, and (4) an additional yield maintenance payment in an amount equal to the interest which would have accrued and become payable on the right Loan (had the Loan not been prepaid) covering the period commencing on the date of such prepayment through January 1, 2002 (assuming all Monthly Amortization Amounts had been paid when due during the course of such period, but assuming no other prepayments of the Loan occurred) at any time and a rate of interest equal to the weighted average Applicable Interest Rate from time the initial funding of the Loan to time to prepay any Borrowingthe date of such prepayment. On or after January 1, 2002, provided no Event of Default exists, the principal balance of the Note may be prepaid in whole or in part, upon at least three Business Days’ prior provided that (i) written irrevocable notice of such prepayment specifying the intended date of prepayment is received by Lender not more than sixty (email60) notice in the case of Eurodollar Loans, or written days and not less than ten (email10) notice at least one Business Day days prior to the date of such prepayment, (ii) such prepayment must be accompanied by all interest accrued but unpaid on the Loan, (iii) such prepayment must also be accompanied by all Breakage Costs, if any, with respect to such prepayment, as determined by Lender, and (iv) such prepayment must also be accompanied by the Additional Fee and all other sums due hereunder or under the other Loan Documents through the date of such prepayment. Notwithstanding anything to the contrary herein or in the case Note, any notice of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c2.7(a) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and the principal balance of the Note specified for prepayment in such notice shall commit the Borrower to prepay such Borrowing by the amount stated therein be absolutely and unconditionally due and payable on the date stated therein; providedspecified in such notice, however, that a unless (i) Borrower revokes such notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower writing at least five (by notice to the Administrative Agent on or 5) days prior to the specified effective datedate designated as the prepayment date in such notice of prepayment, and (ii) if pays all of Lender's costs and expenses incurred related to such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentprospective prepayment.

Voluntary Prepayment. (a) The Subject to the payment of any applicable premium as set forth in paragraph (d) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon (i) at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar LoansLoans to the Administrative Agent before 2:00 p.m., New York City time, or (ii) written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one on or prior to the Business Day prior to that is the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 1:00 p.m., New York City time; provided, however, that each partial prepayment of Term Borrowings shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000 and each partial prepayment of Revolving Credit Borrowings shall be an amount that is an integral multiple of $500,000 and not less than $1,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 2.12(a) shall be applied ratably to each Class allocated among the Classes of outstanding Term Loans then outstandingas specified by the Borrower and applied against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2.11 as directed by the Borrower. (c) Each notice of prepayment pursuant to Section 2.12(a) shall specify (i) the prepayment date and date, (ii) the principal amount of each Borrowing (or portion thereof) to be prepaid and (iii) the Class of Loans to be prepaid and the scheduled installment or installments of principal to which such prepayment is to be applied. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities facilities, indentures or the receipt of proceeds from the issuance of similar agreements or other Indebtedness or any other specified eventtransactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedsatisfied; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to 2.16 and, other than prepayments of ABR Revolving Loans that are not made in connection with the extent applicable) and Section 3.04 but otherwise without premium termination or penalty. All prepayments under this Section 2.12 permanent reduction of the Revolving Credit Commitments, shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that, on or prior to the one-year anniversary of the Closing Date, (i) all or a portion of the Term Loans are prepaid under Section 2.12(a) or Section 2.13(d) out of, or substantially concurrent with the receipt by Holdings, the Borrower or any other Subsidiary of, the proceeds of an issuance or incurrence of Indebtedness by Holdings, the Borrower or any other Subsidiary (including any replacement or incremental term loan facility effected pursuant to an amendment of this Agreement, but other than any such issuance or incurrence accomplished together with the substantially concurrent refinancing of all Credit Facilities hereunder in connection with a Change in Control) and the effective yield (as determined by the Administrative Agent consistent with generally accepted financial practice and, in any event, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees including any original issue discount for, and any upfront fees payable in connection with, such Indebtedness based on an assumed four-year weighted average life to maturity of such Indebtedness) payable generally to the lenders of such Indebtedness (but excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such Indebtedness), is, or upon satisfaction of specified conditions could be, lower than the effective yield in respect of the Term Loans (as determined by the Administrative Agent on the same basis) or (ii) any waiver, amendment or modification to this Agreement results in the reduction of the effective yield in effect with respect to any Term Loan, then the Borrower shall pay a fee equal to 1.00% of, (A) in the case of prepayments described in clause (i) above, the aggregate principal amount so prepaid and (B) in the case of a waiver, amendment or modification described in this clause (ii), the aggregate principal amount of Term Loans that is subject to such waiver, amendment or modification (including, for clarity, the aggregate principal amount of Term Loans assigned by a Term Lender that is deemed a Non-Consenting Term Lender and is required to assign its Term Loans pursuant to Section 2.21 in connection with such waiver, amendment or modification).

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written (email) or fax notice in the case of Eurodollar Loans, or written (email) or fax notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. 1,000,000 and (bii) Except as may otherwise be set forth at the Borrower’s election in connection with any Extension Offer or any Refinancing Amendment, voluntary prepayments prepayment of Term Revolving Loans pursuant to this Section 2.12 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied ratably to each Class of the remaining scheduled amortization payments relating to such Term Loans then outstandingas elected by the Borrower. (cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of if such notices states that the prepayment delivered by the Borrower may state that such notice is conditioned contingent upon the consummation successful issuance or incurrence of an acquisition Indebtedness permitted by Section 6.01 to be issued or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness incurred or any other specified eventevent (including, in which case but not limited to, the occurrence of any Asset Sale or Change of Control), then the Borrower may, if the specified condition is not satisfied, (x) revoke such notice may be revoked and/or (y) extend the prepayment date by not more than five (5) Business Days (in the Borrower case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided); provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least following written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent not later than 12:00 (noon), New York City time, (i) three Business Days’ Days prior written (email) notice to the date of prepayment, in the case of Eurodollar LoansTerm SOFR Loans denominated in Dollars, or written (emailii) notice at least four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment prepayment, in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that (x) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $2,000,000the Borrowing Minimum and (y) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Except as may otherwise be set forth Notwithstanding anything to the contrary contained in any Extension Offer this Section 2.12 or any Refinancing Amendmentother provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis: (i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent; (iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due; (iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount; (v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and (vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12 2.12(b) shall be applied ratably subject to each the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries. (vii) Each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (x) the Repurchaser may then outstandinghave, or later may come into possession of, Excluded Information, (y) such Lender has independently and, without reliance on Holdings, the Borrowers, any of the other Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (z) none of Holdings, the Borrowers, any other Subsidiary, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Borrowers, the other Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. (c) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of any such Class under Section 2.11 as specified by the applicable Term Borrower or Term Borrowers. (d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or the occurrence of any other event) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans of a notice of prepayment delivered by Class, then the applicable Borrower may state that revoke such notice is conditioned upon and/or extend the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventprepayment date; provided further, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (providedhowever, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 2.12(a) shall be subject to Section 2.12(d) Sections 2.12(e), 2.12 (to the extent applicablef) and Section 3.04 2.16, but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 2.12(a) (other than prepayments of Daily Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the applicable Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (e) If, prior to the date that is six months after the 2021 Specified Refinancing and Incremental Amendment Effective Date, (i) all or any portion of the Tranche B-3 U.S. Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence by Holdings, the Borrowers or any of their subsidiaries of any broadly syndicated dollar-denominated long-term term “B” credit facility that is secured on a pari passu basis with the Tranche B-3 U.S. Term Loans and the all-in-yield (as determined by the Administrative Agent in consultation with Holdings and in a manner consistent with generally accepted financial practice and, in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted Term SOFR) of such secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the Tranche B-3 U.S. Term Loans or (ii) a Tranche B-3 U.S. Term Lender must assign its Tranche B-3 U.S. Term Loans pursuant to Section 2.21 as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the interest rate margins (or other pricing-related terms) then in effect with respect to such Tranche B-3 U.S. Term Loans then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the U.S. Borrowers equal to 1.0% of the principal amount thereof; provided that, in each case, such fee shall only be payable if the primary purpose (as determined by Holdings in good faith) of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce the all-in-yield of the Tranche B-3 U.S. Term Loans; provided further that this Section 2.12(e) shall not apply to any prepayment of the Tranche B-3 U.S. Term Loans upon the occurrence of a Change in Control or an acquisition or investment the aggregate consideration for which exceeds $125,000,000.

Voluntary Prepayment. (a) The Borrower Co-Borrowers shall have the right at any time and from time to time be permitted to prepay all or any Borrowingportion of the Advances, in whole each case, without premium or penalty (except with respect to the calculation of the applicable Redemption Price and for prepayments made pursuant to Section 2.1.3(b) which are made in partconnection with a Change of Control), upon in an amount not less than the lesser of (i) the total amount of Advances outstanding under this Agreement or (ii) $1,000,000, in each case, so long as (1) such Co-Borrower delivers written notice to each Lender of its election to prepay the Advances (or any portion thereof) at least three five (5) Business Days’ prior written Days (emailor such lesser amount permitted by the Required Lenders in their reasonable discretion) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to such prepayment and (2) such Co-Borrowers pay, on the date of such prepayment in (x) the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and Redemption Price for the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, plus accrued and unpaid interest on such principal amount to be prepaid, and (y) all other sums, if any, that shall have become due and payable hereunder in connection with such principal amount to be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated thereinrepaid; provided, however, provided that a notice of the prepayment delivered by the any Co-Borrower may state that such notice of prepayment is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness occurrence of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventevents, in which case such notice may be revoked by the such Co-Borrower (by notice to the Administrative Agent each Lender on or prior to the specified effective datedate of such event) if such condition is not satisfied (satisfied; provided, further that the provisions of Section 3.04 shall apply with respect to any prepayment that is not prepayments made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject pursuant to Section 2.12(d2.1.3(b) (which are made in connection with a Change of Control, the Co-Borrowers shall pay to the extent applicableLenders, without duplication, an amount equal to the sum of (x) and Section 3.04 but otherwise without premium all outstanding principal due in connection with the Advances (or penalty. All prepayments under this Section 2.12 shall portion thereof) to be accompanied by prepaid, plus accrued and unpaid interest on thereon plus (y) all other sums, if any, that shall have become due and payable hereunder in connection with such Advances (or portion thereof) plus (z) an amount equal to 1% of the aggregate principal amount of such Advances (or portion thereof).” 2.3 Section 2.1.4(a) (Interest Rate). Section 2.1.4(a) of the Loan Agreement is hereby amended and restated it in its entirety to be prepaid to but excluding the date of payment.read as follows:

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time option to prepay any Borrowingthe Term Loan, either in whole or in part (provided if in part, upon only a prepayment in an amount equal to a minimum increment of $1,000,000), provided that Borrower (i) delivers written notice to Agent of its election to prepay the Term Loan at least three Business Days’ prior written five (email5) notice in the case of Eurodollar Loans, or written (emailbut not more than thirty (30)) notice at least one Business Day days prior to such prepayment, and (ii) pays, on the date of such prepayment in (a) the case outstanding principal of ABR Loansthe Term Loan (as to which notice of prepayment has been given), to the Administrative Agent before 12:00 p.m.plus accrued and unpaid interest thereon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except the Prepayment Fee as may otherwise be set forth in any Extension Offer or any Refinancing Amendmentto the amount of principal being repaid, voluntary prepayments (c) the End of Term Loans Fee as to the amount of principal being repaid, and (d) all other sums, including Lender Expenses, if any, that shall have become due and payable hereunder in connection with the Term Loan, including interest at the Default Rate with respect to any past due amounts. Any notice of voluntary prepayment given by Borrower pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c1.2(c)(ii) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of other equity interests or incurrence of Indebtedness or any other specified eventby Borrower, in which case case, such notice may be revoked by the Borrower giving written notice (by or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified effective date) in the notice of voluntary prepayment if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsatisfied.

Voluntary Prepayment. (a) The Subject to Section 2.05(c), the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three ten (10) Business Days’ prior written notice (emailin accordance with clause (b) notice in the case of Eurodollar Loans, or written (emailbelow) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of outstanding Term Loans pursuant to under this Section 2.12 Agreement shall be applied ratably to each Class of allocated pro rata between all Term Loans then outstanding. (c) Loans. Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; providedprovided that if such prepayment is for all of the then outstanding Loans, however, then (i) such written notice may indicate that a notice of the prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities (or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventsignificant transactions), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) date if such condition is not satisfied satisfied, or (ii) the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided, further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable2.05(c) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingmay voluntarily prepay, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar all outstanding Loans, or provided that: I. the Borrower has sent a written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(for prompt delivery to the Lenders) at least 5 (five) Business Days prior to the intended prepayment date to inform the Administrative Agent of its intention to prepay all or any portion of the Loans, New York City time; provided, however, that each partial specifying the amount of such prepayment shall (which must be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. at least R$10,000,000.00 (bten million Reais)) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid relevant prepayment date; provided such notice shall be irrevocable and shall commit except to the Borrower to prepay such Borrowing by the amount stated therein extent conditioned on the date stated therein; provided, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition acquisition, investment, change of control, debt or sale transaction equity offering, or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventdebt financing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied satisfied; II. on the relevant prepayment date, the Borrower shall pay: (provided, that a) the provisions relevant Principal amount of Section 3.04 shall apply to any such prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject CCBs; (b) accrued Interest to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment; and (c) the Prepayment Cost, provided that the Prepayment Cost will not be due if (i) cumulatively, (A) on or before October 11, 2018, Vrio has not consummated the Parent IPO; (B) the prepayment occurs on or before November 11, 2018; and (C) the Termination Date shall have occurred in connection with such prepayment; or (ii) the prepayment occurs on or after April 11, 2022 (inclusive); 35 Applicable to Santander. 36 Applicable to Votorantim. Continuation of “Bank Credit Note No. [•]”. III. any voluntary prepayment shall be applied to prepay the remaining installments of all Loans as directed by the Borrower; IV. any voluntary prepayment shall be made for the account of the Lenders pro rata in accordance with the respective unpaid Principal amounts of the Loans then due and payable to them; and V. amounts that are prepaid may not be reborrowed by the Borrower under the Loan Documents.

Voluntary Prepayment. (a) The Borrower shall have Subject to the right concurrent payment of the Applicable Premium, the Borrowers may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice in the case of Eurodollar Loans, or written or fax notice (emailor telephone notice promptly confirmed by written or fax notice) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this under Section 2.12 2.12(a) shall be applied ratably pro rata against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11 and shall be applied as a credit against the next maturing amounts owing by the Borrowers pursuant to each Class of Term Loans then outstandingSection 2.13(c). (c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice if such prepayment is for all of prepayment delivered by the Borrower then outstanding Loans, then the Borrowers may state that revoke such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on or prior to the specified effective date) if such condition is date of prepayment and/or extend the prepayment date by not satisfied (providedmore than five Business Days; provided further, however, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment and the Applicable Premium.

Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) providing notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loansprepayment, to the Administrative Agent before 12:00 p.m.(noon), New York City time, for the benefit of the Lenders; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,000,0001,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class the remaining scheduled installments of principal due in respect of the Term Loans then outstanding(including, for the avoidance of doubt, the payment due on the Maturity Date) under Section 2.07 in direct order of maturity. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Term Loans (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Term Loans (or portion thereof) by the amount stated therein on the date stated therein; provided, however, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition)satisfied. All prepayments under this Section 2.12 2.08 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.08 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. Borrowers may prepay the principal balance of the Loan, in full at any time or in part from time to time, provided that: (ai) The Administrative Agent shall have actually received from the Operating Partnership prior written notice of the intent of any Borrower to prepay, the amount of principal which will be prepaid (the “Prepaid Principal”), and the date on which the prepayment will be made; (ii) each prepayment shall be in the amount of $1,000 or more (unless the prepayment retires the outstanding balance of the Loan in full); and (iii) each prepayment shall be in the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to Administrative Agent and Lenders under the Loan Documents on or before the date of prepayment but have not been paid; and (iv) no portion of LIBOR Rate Principal may be prepaid except on the last day of the Interest Period applicable thereto, unless (x) the prior written consent of Administrative Agent is obtained, which consent shall not be required so long as no Default has occurred and, if given, shall provide, without limitation, the manner and order in which the prepayment is to be applied to the Indebtedness, and (y) Borrowers pay any Consequential Loss as a result thereof, in accordance with Section 1.9 below. Prior to the Maturity Date, Borrowers shall have the right at any time to borrow, repay and reborrow, from time to time to prepay any Borrowingtime, in whole or in part, upon at least three Business Days’ prior written (email) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid shall be irrevocable and shall commit the Borrower to prepay such Borrowing evidenced by the amount stated therein on the date stated therein; providedLoan, however, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice subject to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided, that the provisions terms and conditions of Section 3.04 shall apply to any prepayment that is not made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.04 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentAgreement.

Voluntary Prepayment. (a) The Subject to Section 2.05(c), the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three ten (10) Business Days’ prior written notice (emailin accordance with clause (b) notice in the case of Eurodollar Loans, or written (emailbelow) notice at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m.(noon), New York City time; provided, however, provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,0005,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary Voluntary prepayments of outstanding Term Loans pursuant to under this Section 2.12 Agreement shall be applied ratably to each Class of allocated pro rata between the Initial Term Loans then outstanding. and the Delayed Term Loans (c) if any). Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; providedprovided that if such prepayment is for all of the then outstanding Loans, however, then (i) such written notice may indicate that a notice of the prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities (or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventsignificant transactions), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) date if such condition is not satisfied satisfied, or (ii) the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided, further, that the provisions of Section 3.04 2.16 shall apply with respect to any prepayment that is not made as a result of the failure of such condition)revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable2.05(c) and Section 3.04 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. (a) The Borrower Co-Borrowers shall have the right at any time and from time to time be permitted to prepay all or any Borrowingportion of the Advances, in whole each case, without premium or penalty (except for prepayments made pursuant to Section 2.1.3(b) which are made in partconnection with a Change of Control), upon in an amount not less than the lesser of (i) the total amount of Advances outstanding under this Agreement or (ii) $1,000,000, in each case, so long as (1) such Co-Borrower delivers written notice to each Lender of its election to prepay the Advances (or any portion thereof) at least three five (5) Business Days’ prior written Days (emailor such lesser amount permitted by the Required Lenders in their reasonable discretion) notice in the case of Eurodollar Loans, or written (email) notice at least one Business Day prior to such prepayment and (2) such Co-Borrowers pay, on the date of such prepayment (x) all outstanding principal due in connection with the case of ABR Loans, to the Administrative Agent before 12:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. (b) Except as may otherwise be set forth in any Extension Offer or any Refinancing Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 shall be applied ratably to each Class of Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Advances (or portion thereof) to be prepaid prepaid, plus accrued and unpaid interest thereon, and (y) all other sums, if any, that shall be irrevocable have become due and shall commit the Borrower to prepay payable hereunder in connection with such Borrowing by the amount stated therein on the date stated thereinAdvances (or portion thereof); provided, however, provided that a notice of the prepayment delivered by the any Co-Borrower may state that such notice of prepayment is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness occurrence of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified eventevents, in which case such notice may be revoked by the such Co-Borrower (by notice to the Administrative Agent each Lender on or prior to the specified effective datedate of such event) if such condition is not satisfied (satisfied; provided, further that the provisions of Section 3.04 shall apply with respect to any prepayment that is not prepayments made as a result of the failure of such condition). All prepayments under this Section 2.12 shall be subject pursuant to Section 2.12(d2.1.3(b) (which are made in connection with a Change of Control, the Co-Borrowers shall pay to the extent applicableLenders an amount equal to the sum of (x) and Section 3.04 but otherwise without premium all outstanding principal due in connection with the Advances (or penalty. All prepayments under this Section 2.12 shall portion thereof) to be accompanied by prepaid, plus accrued and unpaid interest on thereon plus (y) all other sums, if any, that shall have become due and payable hereunder in connection with such Advances (or portion thereof) plus (z) an amount equal to 1% of the aggregate principal amount to be prepaid to but excluding the date of paymentsuch Advances (or portion thereof).