Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. Except as set forth below, the Borrowers shall have the right to prepay Loans in whole or in part from time to time, without premium or penalty; provided, however, that each such partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, without premium which notice (in each case) shall specify whether Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; provided, however, that (ii) (x) each such partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and integral multiples (z) each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Swingline Loans under pursuant to this Section 2.3(a5.01(a) shall be applied first to Revolving Loans, then in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Original Term LoansAdministrative Agent in any given case), and then provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Euro Rate Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of an Interest Period with respect thereto given by the Original Term Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied to pro rata among such Loans, provided that at the remaining principal installments thereof Borrower’s election in the inverse order connection with any prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice pursuant to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing BankSection 5.01(a), in fullsuch prepayment shall not, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, so long as no Default or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of DefaultDefault then exists, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in be applied to any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Revolving Loan of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).Defaulting Lender;

Voluntary Prepayments. Except as set forth belowThe Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Borrowers shall have Swingline Lender) not later than 11:00 A.M. (New York City time) on the right same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part from time part, together with accrued interest to time, without premium or penaltythe date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in a minimum an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of $1,000,000 and integral multiples such Tranche of $500,000 in excess thereofLIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Amounts prepaid on Existing Partial prepayments with respect to the ABR Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are made in an aggregate principal amount equal to the then outstanding principal amount lesser of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent $5,000,000 or an integral multiple of $1,000,000 in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, excess thereof or (ii) causing the original Letters aggregate principal amount of Credit to be returned to the Issuing Bank)ABR Loans then outstanding, in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which case may be allocated based upon letter agreements between Agent and individual Lenders)be.

Voluntary Prepayments. Except as set forth below(a) The Borrower may at any time and from time to time prepay the Loans, the Borrowers shall have the right to prepay Loans in whole or in part from time to timepart, in each case, without premium or penalty, subject to the requirements of Section 5.1, upon irrevocable notice delivered to the Administrative Agent not later than 12:00 Noon (New York City time) three (3) Business Days prior thereto, in the case of Fixed Rate Loans (other than Alternate Currency Loans), not later than 10:00 A.M. (New York City time) on the date of such payment, in the case of Base Rate Loans, and not later than 12:00 Noon (New York City time) four (4) Business Days prior thereto and in the case of Alternate Currency Loans, which notice shall be in the form of Exhibit O; providedprovided that if a Fixed Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, howeverthe Borrower shall also pay any amounts owing pursuant to Section 2.12; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Facilities (including in the context of a transaction involving a Change of Control), such notice of prepayment may be revoked if such Refinancing is not consummated, subject to payment of any costs referred to in Section 2.12. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans, other than in connection with a repayment of all Loans, which shall be paid quarterly in arrears on each Quarterly Payment Date) accrued interest to such partial prepayment date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 5.1(b), if any, and accrued interest. Partial prepayments of Term Loans shall be in a minimum an aggregate principal amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess thereofof that amount. Amounts prepaid on Existing Partial prepayments of Revolving Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding in an aggregate principal amount of the Original Term Loans$250,000 and integral multiples of $100,000 in excess of that amount. All voluntary Partial prepayments of the Original Term Swingline Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual aggregate principal amount of damages to the Agent $250,000 and the Lenders or profits lost by the Agent and the Lenders as a result in integral multiples of such early termination, and by mutual agreement $100,000 in excess of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)that amount.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower Agent shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower Agent shall give the Administrative Agent at the Notice Office prior to (A) 11:00 A.M. (New York City time) at least one Business Day’s prior written notice of its intent to prepay ABR Loans and (B) 3:00 P.M. (New York City time) at least three Business Days’ prior written notice of its intent to prepay BSBY Rate Loans, without premium which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of BSBY Rate Loans, the specific Borrowing or penaltyBorrowings pursuant to which such BSBY Rate Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided, however, that (ii) each such partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then thereof (or such lesser amount as is acceptable to the Original Term Loans, and then Administrative Agent); provided that if any partial prepayment of BSBY Rate Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of BSBY Rate Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of BSBY Rate Loans (and same shall automatically be converted into a Borrowing of ABR Loans. All voluntary prepayments ) and any election of an Interest Period with respect thereto given by the Original Term Borrower Agent shall have no force or effect; and (iii) subject to Section 2.14, each prepayment pursuant to this Section 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among such Revolving Loans. Any prepayment of a BSBY Rate Loan on a date other than the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) last Business Day of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together current Interest Period with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers respect thereto shall be obligated subject to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual LendersSection 2.03(g).

Voluntary Prepayments. Except The Borrower may, upon written notice delivered to the Administrative Agent (i) not later than 1:00 P.M. (New York City time) on the same Business Day, in the case of a prepayment of ABR Revolving Loans and (ii) no later than 1:00 P.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as set forth belowmay be satisfactory to the Administrative Agent), in the Borrowers shall have case of a prepayment of Eurodollar Rate Loans, stating the right aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part from time part, together with accrued interest to time, without premium or penaltythe date of such prepayment on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 4.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of Eurodollar Rate Loans shall be in a minimum an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of Eurodollar Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of Eurodollar Rate Loans may be made if, after giving effect thereto, Section 2.1(b) would be contravened. Partial prepayments with respect to ABR Revolving Loans shall be made in an aggregate principal amount equal to the lesser of (i) $1,000,000 and or an integral multiples multiple of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(athereof and (ii) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no ABR Revolving Loans are then outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which case may be allocated based upon letter agreements between Agent and individual Lenders)be.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to, without premium or penalty(ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or Chase, as the case may be; provided, however, that (b) each such partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a minimum multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 and integral multiples each partial prepayment of Swingline Loans shall be in a multiple of $500,000 100,000 and in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding an aggregate principal amount of the Original Term Loans. All voluntary prepayments at least $100,000, provided that no partial prepayment of the Original Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (c) any prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment of Term Loans pursuant to this Section 5.1 shall be applied to reduce the remaining principal installments thereof Repayment Amounts in such order as the inverse order of maturity thereofBorrower may determine. No voluntary prepayments of At the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid Borrower's election in full and no Revolving Loans are outstanding. The Borrowers have the option, at connection with any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination prepayment pursuant to the provisions of this sectionSection 5.1, then the Existing Commitments such prepayment shall terminate and the Borrowers shall not be obligated applied to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of any Term Loan or Revolving Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Loan of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below, the (a) The Borrowers shall have the right to prepay Loans the Term Loans, without premium or penalty (other than as provided in Section 4.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Lead Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Term Loans, whether such Term Loans are Initial Term Loans or Incremental Term Loans of a given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, without premium or penaltyin the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by the Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied first as directed by the Lead Borrower in the applicable notice of prepayment delivered pursuant to Revolving LoansSection 5.01(a) or, then if no such direction is given, in direct order of maturity. Notwithstanding anything to the Original Term Loanscontrary contained in this Agreement, and then any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the Term B Loans. Voluntary prepayments on occurrence or non-occurrence of any event specified therein (including the Original Term Loans shall not be permitted unless, immediately prior to such prepaymenteffectiveness of other credit facilities, the sum occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety Lead Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Loans made to it, in whole or in part from time to timepart, without premium or penalty, except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans pursuant to this Section 4.01(a), whether such Loans are Term Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by the Borrower prior to 1:00 P.M. (New York time) (x) on the same Business Day of such prepayment in the case of Base Rate Loans and (y) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Banks; (ii) each prepayment pursuant to this Section 4.01(a) shall be in an aggregate principal amount of (A) at least $5,000,000 or in any multiple of $1,000,000 in excess thereof in the case of Eurodollar Loans and (B) at least $500,000 or any multiple of $100,000 in excess thereof in the case of Base Rate Loans; provided, however, that each such no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall be in a minimum reduce the aggregate principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing the Eurodollar Loans under outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment pursuant to this Section 2.3(a4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided, that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of all Revolving Loans then outstanding; (iv) each prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to reduce the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof Scheduled Repayments in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)maturity.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, without premium or penaltyin the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied first as directed by the Borrower in the applicable notice of prepayment delivered pursuant to Revolving LoansSection 5.01(a) or, then if no such direction is given, in direct order of maturity. Notwithstanding anything to the Original Term Loanscontrary contained in this Agreement, and then any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the Term B Loans. Voluntary prepayments on occurrence or non-occurrence of any event specified therein (including the Original Term Loans shall not be permitted unless, immediately prior to such prepaymenteffectiveness of other credit facilities, the sum occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth below, the (a) The Borrowers shall have the right to prepay Loans the Term Loans, without premium or penalty (other than as provided in Section 4.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Lead Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Term Loans, whether such Term Loans are Initial Term Loans or Incremental Term Loans of a given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, without premium or penaltyin the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by the Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied first as directed by the Lead Borrower in the applicable notice of prepayment delivered pursuant to Revolving LoansSection 5.01(a) or, then if no such direction is given, in direct order of maturity. Notwithstanding anything to the Original Term Loanscontrary contained in this Agreement, and then any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the Term B Loans. Voluntary prepayments on occurrence or non-occurrence of any event specified therein (including the Original Term Loans shall not be permitted unless, immediately prior to such prepaymenteffectiveness of other credit facilities, the sum occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety Lead Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans in whole or in part from time to timetime upon providing at least three (3) Business Days' notice to the Agent (which notice may be waived by the Agent) other than in connection with Revolving Loans; PROVIDED, without premium or penalty; provided, howeverHOWEVER, that (i) each such partial prepayment of Loans (other than Swingline Loans) shall be in a minimum principal amount of $1,000,000 2,000,000 (or $500,000 in the case of Revolving Loans) and integral multiples of $500,000 100,000 in excess thereof (or the then remaining principal balance of the Revolving Loans, the Tranche A Term Loan or the Tranche B Term Loan, as applicable, if less) and (ii) any prepayment of the Tranche A Term Loan or the Tranche B Term Loan shall be applied ratably to the Tranche A Term Loan and the Tranche B Term Loan, with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof. Amounts Subject to the foregoing terms, amounts prepaid on Existing Loans under this Section 2.3(a3.3(a) shall be applied as the Borrower may elect; PROVIDED that if the Borrower shall fail to specify with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to Revolving Loans, Loans and then ratably to the Original Tranche A Term LoansLoan and the Tranche B Term Loan, in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(a) shall be subject to Section 3.12, but otherwise without premium or penalty, and, in the Term B case of Eurodollar Loans. Voluntary prepayments , shall be accompanied by interest on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as prepaid through the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)prepayment.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans Loans, in whole or in part from time to timepart, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent (and the Swingline Lender, in the case of Swingline Loans) at the Notice Office written notice of its intent to prepay the Loans, whether such Loans are Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be substantially in the form of Exhibit I hereto and received by the Administrative Agent by 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment or in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment; provided, however, that (ii) each such partial prepayment of Loans any Borrowing shall be in a minimum an aggregate principal amount of at least $1,000,000 250,000 in the case of Eurodollar Loans or $100,000 in the case of ABR Loans or $100,000 in the case of Swingline Loans and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first include accrued interest to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments such date on the Original Term amount prepaid, provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall not be permitted unless, immediately prior to such prepayment, reduce the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) if a Eurodollar Loan is prepaid on any day other than the last day of the Original Term Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 1.14 and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel pro rata among such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).Loans

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, without premium which notice (in each case) shall specify whether Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; provided, however, that (ii) (x) each such partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 250,000 (or the U.S. Dollar Equivalent thereof in the case of Euro Denominated Loans or Foreign Currency Denominated Loans or, in each case, such lesser amount as is acceptable to the Administrative Agent) and integral multiples (y) each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Swingline Loans under pursuant to this Section 2.3(a5.01(a) shall be applied first to Revolving Loans, then in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Original Term Loans, and then Administrative Agent in any given case); provided that if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of an Interest Period with respect thereto given by the Original Term applicable Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among such Revolving Loans; provided that at the remaining principal installments thereof Borrower’s election in the inverse order connection with any prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice pursuant to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing BankSection 5.01(a), in fullsuch prepayment shall not, together with the Applicable Prepayment Premium (which may so long as no Default or Event of Default then exists, be allocated based upon letter agreements between Agent and individual Lenders)applied to any Revolving Loan of a Defaulting Lender. If the Borrowers have sent a Any such notice of termination pursuant to the provisions prepayment delivered in connection with a refinancing of all or part of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan transaction may be, if so expressly stated to be, conditional upon the consummation of compromise, restructuring, such refinancing or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability other transaction and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost may be revoked by the Agent and Borrowers in the Lenders as a result of event such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits refinancing or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)other transaction is not consummated.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(e)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three (3) Business Days (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the date of such prepayment in the case of LIBO Rate Loans (or, without premium or penaltyin the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied first as directed by the Borrower in the applicable notice of prepayment delivered pursuant to Revolving Loansthis Section 5.01(a) or, then if no such direction is given, in direct order of maturity. Notwithstanding anything to the Original Term Loanscontrary contained in this Agreement, and then any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the Term B Loans. Voluntary prepayments on occurrence or non-occurrence of any event specified therein (including the Original Term Loans shall not be permitted unless, immediately prior to such prepaymenteffectiveness of other credit facilities, the sum occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth belowCompany may, upon written or telephonic notice to Administrative Agent on or prior to 1:00 P.M. (New York City time) on the Borrowers shall have date of prepayment, in the right case of Base Rate Loans, and on or prior to 1:00 P.M. (New York City time) on the day three Business Days prior to such prepayment, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part from time to time, without premium or penalty; provided, however, that each such partial prepayment of Loans shall be in a an aggregate minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts of that amount; provided, however, that a Eurodollar Rate Loan may only be prepaid on Existing Loans under the expiration of the Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to subsection 2.6D. All written notices delivered pursuant to this Section 2.3(asubsection 2.4B(i) shall be applied first in the form of a Notice of Prepayment and all notices whether written or telephonic delivered pursuant to Revolving Loans, then to the Original Term Loansthis subsection 2.4B(i) shall be irrevocable, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepaymentonce given as aforesaid, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that in connection with the termination of all commitments under this Agreement and the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid repayment in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate of all Obligations under this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing the cash collateral to be held by Agent collateralization of all Letters of Credit in an amount equal to one hundred five percent (105%) % of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (maximum amount which may be allocated based upon letter agreements between Agent and individual Lendersdrawn thereunder), such repayment may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers Any such voluntary prepayment shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent applied as specified in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenderssubsection 2.4B(iv).

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, without premium whether Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Type of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided(ii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 (or $100,000 in the case of Swingline Loans), however, provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) Borrowing shall be applied first to pro rata among such Revolving Loans, provided that at the Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not, so long as no Default or Event of Default then to the Original Term Loansexists, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth belowThe Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Borrowers shall have Swingline Lender) (i) not later than 1:00 P.M. (New York City time) on the right same Business Day, in the case of a prepayment of ABR Revolving Loans, (ii) no later than 1:00 P.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to the Administrative Agent), in the case of a prepayment of Eurodollar Rate Loans, and (iii) not later than 1:00 P.M. (New York City time) on the date of prepayment, in the case of a prepayment of a Swingline Loan, stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part from time part, together with accrued interest to time, without premium or penaltythe date of such prepayment on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 4.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of Eurodollar Rate Loans shall be in a minimum an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of Eurodollar Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of Eurodollar Rate Loans may be made if, after giving effect thereto, Section 2.1(b) would be contravened. Partial prepayments with respect to ABR Revolving Loans (other than Swingline Loans) shall be made in an aggregate principal amount equal to the lesser of (i) $1,000,000 and or an integral multiples multiple of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(athereof and (ii) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no ABR Revolving Loans are then outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which case may be allocated based upon letter agreements between Agent and individual Lenders)be.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and in the case of Eurodollar Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit O and be given by the Borrower no later than (x) 10:00 a.m. (New York City time) on the date of such prepayment (in the case of ABR Loans) (y) 2:00 p.m. (New York City time) on the date of such prepayment (in the case of Swingline Loans) or (z) 1:00 p.m. (New York City time) three Business Days prior to (in the case of Eurodollar Loans), without premium and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or penalty; providedthe relevant Swingline Lender, howeveras the case may be, that (2) each such partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a minimum multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and integral multiples each partial prepayment of Swingline Loans shall be in a multiple of $500,000 100,000 and in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the Original Term Loansoutstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (3) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. All voluntary prepayments Each such notice shall specify the date and amount of such prepayment and the Original Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the remaining principal installments thereof Repayment Amounts in such order as the inverse Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the Repayment Amounts in direct order of maturity thereofand/or a pro rata basis among Term Loan Classes. No voluntary All prepayments of the Term B Loans under this Section 5.1 shall also be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant subject to the provisions of Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this sectionSection 5.1, then the Existing Commitments such prepayment shall terminate and the Borrowers shall not be obligated applied to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Loan of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth belowThe Borrower may, the Borrowers shall have the right to in its sole and absolute discretion, prepay Revolving Credit Loans, Competitive Bid Loans or Swing Line Loans, in whole or in part part, without premium or penalty, but subject to Section 3.5, at any time and from time to time, without premium or penalty; provided, however, that each such partial prepayment of Loans by notifying the Administrative Agent (which notice shall be in a form reasonably acceptable to the Administrative Agent) at least two Domestic Business Days, in the case of a prepayment of Term SOFR Advances, two Domestic Business Days, in the case of a prepayment of Competitive Bid Loans, or one Domestic Business Day, in the case of a prepayment of Swing Line Loans or ABR Advances, prior to the proposed prepayment date specifying (i) the Loans to be prepaid, (ii) the amount to be prepaid, and (iii) the date of prepayment. Upon receipt of each such notice, the Administrative Agent shall promptly notify each Lender thereof. Each such notice given by the Borrower pursuant to this Section 2.7 shall be irrevocable, provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment as contemplated by Section 2.6, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.6, and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. Each partial prepayment under this Section 2.7 shall be (A) in the case of Term SOFR Advances, in a minimum principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of Term SOFR Advances, (B) in the case of ABR Advances, in a minimum amount of $1,000,000 and or an integral multiples multiple of $100,000 in excess thereof or the entire remaining amount of ABR Advances, (C) in the case of Swing Line Loans, in a minimum amount of $500,000 or an integral multiple of $100,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to thereof or the Original Term entire remaining amount of Swing Line Loans, and then to (D) in the Term B case of Competitive Bid Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof or the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the entire remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Competitive Bid Loans.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, without premium which notice (in each case) shall specify whether B-1 Term Loans, B-2 Term Loans, Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; provided, however, that (ii) (x) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Revolving Loans under pursuant to this Section 2.3(a5.01(a) shall be applied first to Revolving Loans, then in an aggregate principal amount of at least $500,000 (or such lesser amount as is acceptable to the Original Term Loans, Administrative Agent) and then (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Term B Loans. Voluntary prepayments on Administrative Agent in any given case), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Original Term Loans. All voluntary prepayments Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans at the end of the Original Interest Period then applicable thereto unless otherwise repaid at or prior to the end of the Interest Period then in effect) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each prepayment of Term Loans pursuant to this Section 5.01(a) shall be applied to the then outstanding Term Loans on a pro rata basis; provided that if any voluntary repayment of Term Loans is made before the B-1 Conversion Date with the Net Cash Proceeds of one or more issuances of Equity Interests by Holdings, then such voluntary prepayment shall be applied (A) first, to then outstanding B-2 Term Loans until same are repaid in full and (B) second, to the extent in excess thereof, to then outstanding B-1 Term Loans; and (v) each prepayment of Term Loans pursuant to this Section 5.01(a) shall be applied to reduce any Scheduled Term Loan Repayment (or any combination of Scheduled Term Loan Repayments), in each case in aggregate amount equal to the principal amount of the respective prepayment of Term Loans, at the direction of the Borrower in its sole discretion; provided that any amount applied to the prepayment of B-2 Term Loans pursuant to the proviso to preceding clause (iv) shall be applied to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal installments thereof in amount of each such Scheduled Term Loan Repayment after giving effect to all prior reductions thereto). Notwithstanding anything to the inverse order of maturity thereof. No contrary contained herein, voluntary prepayments of Term Loans may not be made on or prior to the Term B Loans Merger Closing Date without the prior written consent of the Lead Arrangers and the Bridge Lead Arranger. Each notice given pursuant to this Section 5.01(a) shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent irrevocable; provided that a notice of termination the prepayment in full of all Loans pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of CreditSection 5.01(a), given in full, together conjunction with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event a notice of the termination of this Credit Agreement and repayment the Total Revolving Loan Commitment pursuant to Section 4.02(a), or a notice of prepayment of Term Loans, may state that the Obligations at any time respective notice is conditioned upon the effectiveness of an issuance of Equity Interests by Holdings or one or more issues of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth below, the Borrowers Each Borrower shall have the right to prepay any Loan or Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 11:00 A.M. (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or IBOR Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, without premium the amount of such prepayment and the Types of Loans to be prepaid, and, in the case of Fixed Rate Loans, the Borrowing or penaltyBorrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks; provided(ii) each prepayment shall be in an aggregate principal amount of at least $100,000, however, provided that each such if any partial prepayment of Fixed Rate Loans made pursuant to any Borrowing shall reduce the outstanding Fixed Rate Loans made pursuant to such Borrowing to an amount less than $500,000, then such Borrowing may not be in continued as a minimum principal amount Borrowing of $1,000,000 Fixed Rate Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing an Interest Period with respect thereto shall have no force or effect; (iii) prepayments of Fixed Rate Loans under made pursuant to this Section 2.3(a3.01 may only be made on the last day of an Interest Period applicable thereto; and (iv) each prepayment in respect of Loans made pursuant to a Borrowing shall be applied first to Revolving PRO RATA among such Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).

Voluntary Prepayments. Except as set forth belowThe Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Borrowers shall have Swingline Lender) (i) not later than 1:00 P.M. (New York City time) on the right same Business Day, in the case of a prepayment of ABR Revolving Loans or Swingline Loans and (ii) no later than 1:00 P.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to the Administrative Agent), in the case of a prepayment of SOFR Loans, stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part from time part, together with accrued interest to time, without premium or penaltythe date of such prepayment on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 4.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of SOFR Loans shall be in a minimum an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of SOFR Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of SOFR Loans may be made if, after giving effect thereto, Section 2.1(b) would be contravened. Partial prepayments with respect to ABR Revolving Loans (other than Swingline Loans that are ABR Loans) shall be made in an aggregate principal amount equal to the lesser of (i) $1,000,000 and or an integral multiples multiple of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(athereof and (ii) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no ABR Revolving Loans are then outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which case may be allocated based upon letter agreements between Agent and individual Lenders)be.

Voluntary Prepayments. Except as set forth belowThe Borrower may, upon written notice delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Borrowers shall have Swingline Lender) (i) not later than 11:00 A.M. (New York City time) on the right same Business Day, in the case of a prepayment of ABR Revolving Loans, (ii) no later than 11:00 A.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to the Administrative Agent), in the case of a prepayment of Eurodollar Rate Loans, and (iii) not later than 12:00 Noon (New York City time) on the date of prepayment, in the case of a prepayment of a Swingline Loan, stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part from time part, together with accrued interest to time, without premium or penaltythe date of such prepayment on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 4.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of Eurodollar Rate Loans shall be in a minimum an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of Eurodollar Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of Eurodollar Rate Loans may be made if, after giving effect thereto, Section 2.1(b) would be contravened. Partial prepayments with respect to ABR Revolving Loans (other than Swingline Loans) shall be made in an aggregate principal amount equal to the lesser of (i) $1,000,000 and or an integral multiples multiple of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(athereof and (ii) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no ABR Revolving Loans are then outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which case may be allocated based upon letter agreements between Agent and individual Lenders)be.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Borrower shall have the right to prepay any or all of the Loans in whole or in part from time to time on the following terms and conditions: (i) Borrower shall give Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by Borrower to Agent by 12:00 noon (New York City time, without premium or penalty) at least three Business Days prior to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by Agent to each of the applicable Lenders; provided, however, that (ii) each such partial prepayment of Loans any Borrowing (other than a Borrowing of Swing Line Loans) shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) a Swing Line Loan shall be applied first in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to Revolving Loans, then to a single Borrowing shall reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) Eurodollar Loans may only be prepaid pursuant to this SECTION 4.2 on the last day of the Original Term Loans an Interest Period applicable thereto or on any other day subject to SECTION 3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing PROVIDED, that such prepayment shall not be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no any Revolving Loans are of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of all Revolving Loans then outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cashprovisions, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned provisions with respect to the Issuing Bank)minimum amount of any prepayment, and the provisions requiring prepayments in full, together with integral multiples above such minimum amount of this SECTION 4.2 are for the Applicable Prepayment Premium (which benefit of Agent and may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held waived unilaterally by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Agent.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Facility Agent (with a copy to the Administrative Agent) prior to 12:00 Noon (London time) at the Notice Office at least three Business Days’ prior written notice of its intent to prepay Loans which notice shall specify the amount of such prepayment and the Types of Loans to be prepaid and the specific Borrowing or Borrowings pursuant to which such Loans were made, without premium or penaltyand which notice the Facility Agent shall promptly transmit to each of the Lenders (with a copy to the Administrative Agent), provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02(a), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02(a); provided, however, that (ii) each such partial prepayment of Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of $1,000,000 at least the Minimum Borrowing Amount applicable to the Type of Loans being repaid (or such lesser amount as is acceptable to the Administrative Agent); (iii) such Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, such Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period) and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under (iv) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied first pro rata among such Loans; provided that at such Borrower’s election in connection with any prepayment of Loans pursuant to Revolving Loansthis Section 5.01(a), such prepayment shall not, so long as no Default and no Event of Default then to the Original Term Loansexists, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to any Loan of a Defaulting Lender unless and until the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments outstanding balance of the Term B Loans shall be permitted unless of all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Non-Defaulting Lenders equals such Non-Defaulting Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result ’ Percentage of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)outstanding Loans.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) a Responsible Officer of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, without premium the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or penaltyBorrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided(ii) each prepayment shall be in an aggregate principal amount of at least $1,000,000, however, provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment in respect of any Loans made pursuant to a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) Borrowing shall be applied first to Revolving pro rata among such Loans, provided that at the Borrowers' election in connection with any prepayment of Loans pursuant to this Section 4.01(a), such prepayment shall not, so long as no Default or Event of Default then to the Original Term Loansexists, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty (except as provided below in Section 4.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 1:00 PM (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, without premium which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Loans, the specific Borrowing or penaltyBorrowings pursuant to which such LIBOR Loans were made, and which notice the Administrative Agent shall, promptly transmit to each of the Lenders; provided, however, that (ii) each such partial prepayment of Loans pursuant to this Section 4.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 (or such lesser amount as constitutes a single Borrowing or is otherwise reasonably acceptable to the Administrative Agent); provided that if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and integral multiples same shall automatically be converted into a Borrowing of $500,000 in excess thereof. Amounts prepaid on Existing Loans under Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (iv) each prepayment of Loans pursuant to this Section 4.01(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to reduce the then outstanding principal amount of remaining Scheduled Initial Repayments as directed by the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof Borrower or, absent such direction, in the inverse direct order of maturity thereof. No voluntary prepayments A notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the Term B Loans shall proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be permitted unless all obligations under revoked by the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety Borrower (90) days prior written by notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified date of prepayment) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Loans comprising the same Borrowing, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, without premium which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or penaltyBorrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided, however, that (ii) each such partial prepayment of Loans pursuant to this Section 4.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then (or such lesser amount as is acceptable to the Original Term LoansAdministrative Agent); provided, and then that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Original Term Loans. All voluntary prepayments Borrower shall have no force or effect and (iii) each prepayment pursuant to this Section 4.01(a) in respect of the Original Term any Loans shall be applied pro rata among the Loans. Each notice delivered by the Borrower pursuant to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans this Section 4.01(a) shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the optionirrevocable; provided, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent that a notice of termination pursuant to prepayment of all Loans then outstanding may state that such notice is conditioned upon the provisions receipt of this section, then proceeds from the Existing Commitments shall terminate and incurrence or issuance of Indebtedness or equity interests or the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) effectiveness of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)credit facilities.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans Loans, without premium or penalty (except for amounts payable pursuant to Section 1.12), in whole or in part part, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be received by the Administrative Agent (x) in the case of Base Rate Loans, no later than 12:00 Noon (New York time) one Business Day prior to the date of such prepayment, without premium or penalty(y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice shall promptly be transmitted by the Administrative Agent to each of the Banks; provided, however, that (ii) each such partial prepayment of Loans any Borrowing shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples 1,000,000, provided that no partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Eurodollar Loans under this Section 2.3(a) made pursuant to a Borrowing shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans outstanding pursuant to such Borrowing to an amount less than $1,000,000; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. All voluntary prepayments ; and (iv) each prepayment of the Original Term Loans pursuant to this Section 3.02 shall be applied to reduce the then remaining principal installments thereof Scheduled Repayments either in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time or on a pro rata basis (based upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter remaining principal amount of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bankeach such Scheduled Repayment), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth each case as the date of termination of this Credit Agreement Borrower may direct in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)its sole discretion.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Each U.S. Borrower shall have the right to prepay any Loans made to the U.S. Borrowers, and the Canadian Borrower shall have the right to prepay the Loans made to the Canadian Borrower, in each case, without premium or penalty (but subject to payment of amounts set forth in Section 2.11, if applicable, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Company shall give the Administrative Agent prior to 11:00 a.m. (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the applicable U.S. Borrower’s intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) or the Canadian Borrower’s intent to prepay Canadian Prime Rate Loans, without premium as applicable and (B) at least three (3) Business Days’ prior written notice (or penaltytelephonic notice promptly confirmed in writing) of any Borrower’s intent to prepay Interest Period Loans, which notice (in each case) shall specify which Revolving Loans or, in the case of Loans being prepaid by a U.S. Borrower only, Swingline Loans, shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Interest Period Loans, the specific Borrowing or Borrowings pursuant to which such Interest Period Loans were made, and which notice the Administrative Agent shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans by any Borrower pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 and in integrals of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans by any U.S. Borrower pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 and integrals of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, however, that each such if any partial prepayment of Interest Period Loans made pursuant to any Borrowing shall be in a minimum reduce the outstanding principal amount of $1,000,000 Interest Period Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Interest Period Loans (and integral multiples the same shall automatically be converted into a Borrowing of $500,000 Base Rate Loans, in excess thereofthe case of LIBOR Loans, or Canadian Prime Rate Loans, in the case of Canadian BA Rate Loans) and any election of an Interest Period with respect thereto shall have no force or effect; (iii) in the case of partial prepayments of any Borrowing of Canadian BA Rate Loans, Canadian Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, Canadian Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period); and (iv) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided, that at such Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Amounts prepaid on Existing Any prepayment of Loans under this Section 2.3(a) the respective commitments shall be applied first to Revolving Loans, then to the Original Term Loans, Base Rate Loans and then to the Term B Loans. Voluntary prepayments on the Original Term Interest Period Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)thereunder.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (Chicago time) at the Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, without premium which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or penaltyBorrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided, however, that (ii) each such partial prepayment of Revolving Loans pursuant to this Section 4.1(a) shall be in a minimum an aggregate principal amount of $1,000,000 and integral multiples of at least $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then (or such lesser amount as is acceptable to the Original Term LoansAdministrative Agent), and then provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of an Interest period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of prepayment of Eurodollar Loans pursuant to this Section 4.1 on any date other than the last day of the Original Term Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment pursuant to this Section 4.1(a) in respect of any Loans made pursuant to a Borrowing shall be applied to pro rata among such Loans, provided that at the remaining principal installments thereof Borrower's election in the inverse order connection with any prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice pursuant to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing BankSection 4.1(a), in fullsuch prepayment shall not, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, so long as no Default or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of DefaultDefault then exists, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in be applied to any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Revolving Loan of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Loans made to it, in whole or in part from time to timepart, without premium or penalty, except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, whether such Loans are Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 1:00 P.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall, except in the case of Swingline Loans (which notice shall promptly be transmitted to the Swingline Bank), promptly be transmitted by the Administrative Agent to each of the Banks; (ii) each prepayment shall be in an aggregate principal amount of (A) at least $500,000 in the case of Eurodollar Loans and (B) at least $250,000 in the case of Base Rate Loans (or $100,000 in the case of Swingline Loans); provided, however, that each such no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments Eurodollar Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and (iii) each prepayment in respect of the Original Term any Loans made pursuant to a Borrowing shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel pro rata among such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Loans.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part part, from time to time, without premium or penaltypenalty except as set forth in Section 4.5(c) and Section 4.5(e) on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, however, that each such any partial prepayment of Eurocurrency Loans shall be in made pursuant to a minimum single Borrowing that reduces the aggregate principal amount of $1,000,000 and integral multiples the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of $500,000 in excess thereof. Amounts Section 4.5(a)(i); (iii) Eurocurrency Loans may be prepaid on Existing Loans under pursuant to this Section 2.3(a4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the terms of Sections 2.13, 2,14 or 2.15, respectively, each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to Revolving Loans, then to the Original Scheduled Term Loans, and then to Repayments of the Term B Loans. Voluntary prepayments on Facility being repaid due within the Original Term Loans shall not be permitted unless12 month period following the date of such prepayment in direct order of maturity and, immediately prior to such prepaymentthereafter, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal installments thereof amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the inverse order absence of maturity thereofsuch request, as the Administrative Agent shall determine). No voluntary The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full Administrative Agent and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held waived unilaterally by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Administrative Agent.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Each Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 11:00 A.M. (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans or EURIBOR Loans, without premium which notice (in each case) shall specify whether Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Loans or EURIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans or EURIBOR Loans were made, and which notice the Administrative Agent shall, promptly transmit to each of the Lenders; provided, however, that (ii) (x) each such partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 500,000, £500,000, €500,000 or CA$500,000, as applicable (or such lesser amount as is acceptable to the Administrative Agent) and integral multiples (y) each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Swingline Loans under pursuant to this Section 2.3(a5.01(a) shall be applied first to Revolving Loansin an aggregate principal amount of at least $100,000, then £100,000 or €100,000, as applicable (or such lesser amount as is acceptable to the Original Term Loans, and then Administrative Agent in any given case); provided that (A) if any partial prepayment of US LIBOR Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of US LIBOR Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of US LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect, (B) if any partial prepayment of UK Revolving Loans made pursuant to any Borrowing shall reduce the Original Term outstanding principal amount of UK Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall automatically be converted into a Borrowing of UK Revolving Loans with an Interest Period of one week, and (C) if any partial prepayment of Canadian LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Canadian LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Canadian LIBOR Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full pro rata among such Loans; and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, respective Borrower shall pay the Applicable Prepayment Premium all compensation due with respect to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)such prepayment specified in Section 2.11 concurrently with such prepayment.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Loans, without premium which notice shall specify the amount of such prepayment and the specific Borrowing or penaltyBorrowings pursuant to which such Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided, however, that (ii) each such partial prepayment of Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples of $500,000 (or such lesser amount as is acceptable to the Administrative Agent in excess thereof. Amounts prepaid on Existing Loans under any given case), (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied first pro rata among such Loans; and (iv) each prepayment of Loans pursuant to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans this Section 5.01(a) shall be applied to the remaining principal installments thereof in then outstanding Loans on a pro rata basis. Notwithstanding anything to the inverse order of maturity thereof. No contrary contained herein, voluntary prepayments of Loans may not be made on or prior to the Term B Loans Merger Closing Date without the prior written consent of the Lead Arranger and the First Lien Lead Arrangers. Each notice given pursuant to this Section 5.01(a) shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent irrevocable; provided that a notice of termination pursuant prepayment of Loans may state that the respective notice is conditioned upon the effectiveness of an issuance of Equity Interests by Holdings or one or more issues of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth belowEach Borrower may, at its option, prepay the Borrowers shall have Loans made to such Borrower without premium or penalty, (x) in the right to prepay case of Revolving Loans and Swing Line Loans, in whole full at any time or in part from time to time, without premium and (y) in the case of Individual Currency Loans, in full at any time or penalty; providedin part from time to time, howeverin each case by notifying the Administrative Agent in writing at least three Business Days prior to the proposed prepayment date, that identifying the Loans to be prepaid as Revolving Loans, Swing Line Loans or Individual Currency Loans and specifying whether the Loans to be prepaid consist of ABR Advances, Core Currency Advances or Swing Line Negotiated Rate Advances, or a combination thereof, the amount to be prepaid and the date of prepayment. Such notice shall be irrevocable and the amount specified in such notice shall be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each such Lender thereof in the case of Revolving Loans, the Swing Line Lender in the case of Swing Line Loans and the applicable Lender or Lenders in the case of Individual Currency Loans. Each partial prepayment of Loans ABR Advances and Core Currency Advances pursuant to this subsection shall be in a minimum an aggregate principal amount of $1,000,000 and integral multiples 500,000 or such amount plus a whole multiple of $500,000 100,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the case of a partial prepayment of Alternate Core Currency Revolving Loans), or, if less, the outstanding principal balance thereof. Amounts prepaid on Existing Each partial prepayment of Individual Currency Loans under and Swing Line Loans pursuant to this Section 2.3(a) subsection shall be applied first in an aggregate principal amount of $100,000 or such amount plus a whole multiple of $50,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $100,000 or such amount plus a whole multiple of approximately $50,000 in excess thereof in the case of a partial prepayment of Alternate Core Currency Swing Line Loans or Individual Currency Loans), or, if less, the outstanding principal balance thereof. After giving effect to Revolving Loans, then any partial prepayment with respect to Core Currency Advances which were made (whether as the Original Term Loans, and then to the Term B Loans. Voluntary prepayments result of a borrowing or a conversion) on the Original Term Loans shall not be permitted unless, immediately prior to such prepaymentsame date and which had the same Interest Period, the sum of the Existing Commitments are equal to the then outstanding principal amount of such Core Currency Advances shall equal (subject to Section 3.2) $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Original Term Loans. All voluntary prepayments Alternate Currency Equivalent of the Original Term Loans shall be applied to the remaining principal installments approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the inverse order case of maturity thereof. No voluntary prepayments a prepayment of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent Core Currency Advances in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual LendersAlternate Currency).

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part part, from time to time, without premium or penaltypenalty except as set forth in Section 4.5(c) and Section 4.5(e) on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, however, that each such any partial prepayment of Eurocurrency Loans shall be in made pursuant to a minimum single Borrowing that reduces the aggregate principal amount of $1,000,000 and integral multiples the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of $500,000 in excess thereof. Amounts Section 4.5(a)(i); (iii) Eurocurrency Loans may be prepaid on Existing Loans under pursuant to this Section 2.3(a4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the terms of Sections 2.13, 2,14 or 2.15, respectively, each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to Revolving Loans, then to the Original Scheduled Term Loans, and then to Repayments of the Term B Loans. Voluntary prepayments on 115 Facility being repaid due within the Original Term Loans shall not be permitted unless12 month period following the date of such prepayment in direct order of maturity and, immediately prior to such prepaymentthereafter, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal installments thereof amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the inverse order absence of maturity thereofsuch request, as the Administrative Agent shall determine). No voluntary The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full Administrative Agent and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held waived unilaterally by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Administrative Agent.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, without premium which notice (in each case) shall specify whether Revolving Loans or penalty; providedSwingline Loans shall be prepaid, howeverthe amount of such prepayment and the Types of Loans to be prepaid and, that in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each such of the Lenders and (ii) each partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in a minimum an aggregate principal amount of at least $1,000,000 1.0 million (or such lesser amount as is acceptable to the Administrative Agent) and integral multiples (z) each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Swingline Loans under pursuant to this Section 2.3(a) 5.01 shall be applied first to Revolving Loans, then in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Original Term LoansAdministrative Agent in any given case), and then provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of an Interest Period with respect thereto given by the Original Term Borrower shall have no force or effect and (iii) each prepayment pursuant to this Section 5.01 in respect of any Loans made pursuant to a Borrowing shall be applied to pro rata among such Loans, provided that at the remaining principal installments thereof Borrower’s election in the inverse order connection with any prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this sectionSection 5.01, then the Existing Commitments such prepayment shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligationsnot, so long as no Default or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of DefaultDefault then exists, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in be applied to any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Revolving Loan of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans its Term Loans, subject to clause (b) below, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 noon (New York City time) (i) in the case of LIBOR Loans, without premium or penaltythree Business Days prior to and (ii) in the case of ABR Loans, one Business Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; provided, however, that (b) each such partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum principal amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and integral in multiples of $500,000 100,000 in excess thereof. Amounts prepaid on Existing ; provided that no partial prepayment of LIBOR Loans under made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) any prepayment of LIBOR Loans pursuant to this Section 2.3(a) 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied first to Revolving Loans, then pro rata to the Original Tranche B-1 Term Loans, the Tranche B-2 Term Loans and then to the New Term B Loans. Voluntary prepayments Loans based on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the applicable remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full Repayment Amounts due thereunder and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateralsubject to the preceding subclause (a), (c) sale of applied to reduce Tranche X-0 Xxxxxxxxx Xxxxxxx, Xxxxxxx X-0 Repayment Amounts and/or any New Term Loan Repayment Amounts, as the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, thencase may be, in view of such order as the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which Borrower may be allocated based upon letter agreements between Agent and individual Lenders)specify.

Voluntary Prepayments. Except as set forth below, the (a) The Borrowers shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Lead Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, without premium or penaltyin the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied first as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to Revolving Loansthis Section 5.01(a) or, then if no such direction is given, in direct order of maturity. Notwithstanding anything to the Original Term Loanscontrary contained in this Agreement, and then any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the Term B Loans. Voluntary prepayments on occurrence or non-occurrence of any event specified therein (including the Original Term Loans shall not be permitted unless, immediately prior to such prepaymenteffectiveness of other credit facilities, the sum occurrence of the Existing Commitments are equal to the then outstanding principal amount a Change of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall Control or any similar event), in which case such notice may be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety revoked by Lead Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans in whole or in part from time to timepart, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans and three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Loans any Borrowing shall be in a minimum an aggregate principal amount of at least $1,000,000 and 500,000 and, if greater in an integral multiples multiple of $500,000 in excess thereof. Amounts prepaid on Existing 100,000, provided that no partial prepayment of Eurodollar Loans under this Section 2.3(a) made pursuant to a Borrowing shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.01 on the last day of the Original Term Interest Period applicable thereto, unless prior prepayment is accompanied by all breakage costs owing pursuant to Section 1.11 in connection therewith; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be distributed pro rata among the Lenders which made such Loans, provided that, at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B any Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) in the case of Base Rate Loans, without premium at least one Business Day's prior written notice (or penaltytelephonic notice promptly confirmed in writing) of its intent to prepay such Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) in the case of Eurodollar Loans, at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Eurodollar Loans, the principal amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders; provided(ii) each prepayment of Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $500,000 and each prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $50,000, however, PROVIDED that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be in continued as a minimum principal amount Borrowing of $1,000,000 Eurodollar Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by the Borrower, shall have no force or effect, (iii) each prepayment pursuant to this Section 2.3(a) 4.01, in respect of any Revolving Loans made pursuant to a Borrowing shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to PRO RATA among such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise each prepayment of any or all Eurodollar Loans made pursuant to this Section 4.01 on a day which is not the last day of the Obligations an Interest Period applicable thereto shall be accompanied by the confirmation payment of a plan of reorganization or any other plan of compromise, restructuring, or arrangement all amounts owing in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages connection therewith pursuant to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Section 1.11.

Voluntary Prepayments. Except as set forth below, the Borrowers Each Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (A) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollars Loans, without premium which notice (in each case) shall specify whether U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans or penaltyCanadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders under the applicable Facility, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; provided, however, that (ii) each such partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then (or such lesser amount as is acceptable to the Original Term Loans, and then Administrative Agent in any given case); provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ); (iii) each prepayment pursuant to this Section 5.01 in respect of the Original Term any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to the remaining principal installments thereof in the inverse order this Section 5.01, such prepayment shall not, so long as no Default or Event of maturity thereof. No voluntary Default then exists, be applied to any Revolving Loan of a Defaulting Lender, and (iv) prepayments of the Term B Bankers’ Acceptance Loans shall may not be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time made prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale maturity date of the Collateral in any insolvency underlying Bankers’ Acceptances or bankruptcy related proceedingB/A Equivalent Notes, or (iv) restructure, reorganization or compromise of any or all of as the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which case may be allocated based upon letter agreements between Agent and individual Lenders)be.

Voluntary Prepayments. Except as set forth below, the Borrowers The Company shall have the right voluntarily to prepay Revolving Loans and Term Loans in whole or in part from time to time, subject to SECTION 3.05 but otherwise without premium or penalty; providedPROVIDED, howeverHOWEVER, that (i) each such partial prepayment of Revolving Loans and Term Loans shall be in a minimum principal amount of $1,000,000 and integral multiples 500,000 or a whole multiple of $500,000 100,000 in excess thereof, in the case of Eurodollar Loans, and $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans and (ii) the Company shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, in the case of any Revolving Loan which is a Base Rate Loan by 11:00 A.M. on the date of prepayment and, in the case of any other Loan, by 11:00 A.M., at least three Business Days prior to the date of prepayment. Amounts Each notice of prepayment shall specify the prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid on Existing Loans is a Revolving Loan, Term B Closing Date Loan or Term B Delayed Draw Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's pro-rata share, if any, thereof. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable as specified therein. Subject to the foregoing, amounts prepaid under this Section 2.3(aSECTION 2.09(a) shall be applied as the Company may elect; PROVIDED that if the Company fails to specify the application of a voluntary prepayment, then such prepayment shall be applied first to Revolving Loans, then to the Original Term Swing Line Loans, and then ratably to the Term B Loans. Voluntary prepayments on the Original Term Closing Date Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of and the Term B Delayed Draw Loans, in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period. All prepayments of Eurodollar Loans under this SECTION 2.09(a) shall be permitted unless all obligations under accompanied by accrued interest on the Original Term Loans have been paid in full and no Revolving Loans are outstandingprincipal amount being prepaid to the date of payment, together with any additional amounts required pursuant to SECTION 3.05. The Borrowers have Company may, upon notice to the optionSwing Line Lender (with a copy to the Administrative Agent), at any time upon ninety (90) days prior written notice or from time to Agenttime, to terminate this Credit Agreement by paying to Agent, voluntarily prepay Swing line Loans in cash, the Obligations (including either whole or in part without premium or penalty; PROVIDED that (i) providing cash collateral to such notice must be held received by the Swing Line Lender and the Administrative Agent in an amount equal to one hundred five percent (105%) not later than 1:00 P.M. on the date of the then extant Letter of Credit Obligationsprepayment, or and (ii) causing any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the original Letters date and amount of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders)such prepayment. If such notice is given by the Borrowers have sent a notice of termination pursuant to Company, the provisions of this section, then the Existing Commitments Company shall terminate make such prepayment and the Borrowers payment amount specified in such notice shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, due and payable on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)specified therein.

Voluntary Prepayments. Except as set forth below, the Borrowers Borrower shall have the right to prepay Loans the Loans, in whole or in part part, without penalty or premium except as otherwise provided in this Agreement from time to time on the following terms and conditions: (i) Borrower shall provide written notice to the Administrative Agent at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Existing Loans, Revolving Loans or Swingline Loans, the amount of such prepayment and, in the case of Eurodollar Loans, the specific Loans to which such prepayment is to be made, which notice shall be provided prior to 12:00 noon (Boston, Massachusetts time) (x) at least one (1) Business Day prior to the date of such prepayment in the case of Base Rate Loans, without premium or penalty(y) on the date of such prepayment in the case of Swingline Loans and (z) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans and (ii) each prepayment shall be in an aggregate principal amount of at least ONE MILLION AND NO/100 DOLLARS ($1,000,000.00)(or ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) in the case of Swingline Loans); provided, that no partial prepayment of any Eurodollar Loan shall reduce the remaining aggregate outstanding principal amount of such Eurodollar Loan to an amount which is less than the minimum borrowing amount applicable under this Agreement for Eurodollar Loans. Except with respect to prepayments of Swingline Loans, the Administrative Agent shall promptly notify each Lender of any such intended prepayment. Upon receipt by the Administrative Agent, any such prepayment shall be applied pro rata among the Loans of each of the Lenders; provided, however, that each such partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unlessapplied to any Loans of a Defaulting Lender, immediately prior until such time as the proportion that such Lender's Unused Commitment bears to such prepayment, the sum of the Existing Commitments are Total Commitment Amount is equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied proportion that such Lender's Commitment bears to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Total Commitment Amount.

Voluntary Prepayments. Except as set forth below, the Borrowers Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (A) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollars Loans, without premium which notice (in each case) shall specify whether U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans or penaltyCanadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders under the applicable Tranche, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; provided, however, that (ii) (x) each such partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in a minimum an aggregate principal amount of $1,000,000 and integral multiples of at least $500,000 in excess thereof. Amounts prepaid on Existing (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans under pursuant to this Section 2.3(a) 5.01 shall be applied first to Revolving Loans, then in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Original Term Loans, and then Administrative Agent in any given case); provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of the Original Term an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01 in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or Swingline Loans, as the case may be, provided that at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to the remaining principal installments thereof in the inverse order this Section 5.01, such prepayment shall not, so long as no Default or Event of maturity thereof. No voluntary Default then exists, be applied to any Revolving Loan of a Defaulting Lender, and (iv) prepayments of the Term B Bankers’ Acceptance Loans shall may not be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time made prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale maturity date of the Collateral in any insolvency underlying Bankers’ Acceptances or bankruptcy related proceedingB/A Equivalent Notes, or (iv) restructure, reorganization or compromise of any or all of as the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which case may be allocated based upon letter agreements between Agent and individual Lenders)be.

Voluntary Prepayments. Except as set forth belowBorrower may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the Borrowers date of prepayment, which notice, if telephonic, shall have the right be promptly confirmed in writing, at any time and from time to time prepay Loans any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Borrower may, upon not less than one Business Day’s prior written or telephonic notice, in the case of Base Rate Loans or Canadian Prime Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of LIBOR Rate Loans or BA Loans, in each case given to Administrative Agent by 12:00 Noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (who shall promptly notify each Lender for the Loans to be prepaid), at any time and from time to timetime prepay any Loans on any Business Day in whole or in part in an aggregate minimum amount of (a) for Term Loans, without premium or penaltythe Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount and (b) for Revolving Loans, $1,000,000 and multiples of $500,000 in excess of that amount; provided, however, that each (x) a LIBOR Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Borrower pays on such partial date of prepayment all amounts owing to Lenders under subsection 2.6D and (y) BA Loans may not be repaid on any day other than the last day of Loans an Interest Period applicable thereto; provided further that Borrower shall be permitted to defease any BA Loan by depositing with Administrative Agent an amount (as specified by Administrative Agent) sufficient to pay all amounts that will be due in a minimum principal amount respect of $1,000,000 and integral multiples such BA Loan at the end of $500,000 in excess thereofthe Interest Period applicable thereto. Amounts prepaid on Existing Loans under this Section 2.3(a) Notice of prepayment having been given as aforesaid shall be applied first to Revolving Loans, then to irrevocable and the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term LoansLoans specified in such notice shall become due and payable on the prepayment date specified therein. All Any such voluntary prepayments of the Original Term Loans prepayment shall be applied to the remaining principal installments thereof as specified in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenderssubsection 2.4B(iv).

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Term Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower’s intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, without premium the amount of such prepayment and the Type of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or penaltyBorrowings pursuant to which such Term Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided(ii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 , however, provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, provided that at the Borrowers’ election in a minimum principal amount connection with any prepayment of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Term Loans under pursuant to this Section 2.3(a3.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the prepayment of Term Loans of a Defaulting Lender; and (iv) each prepayment of Term Loans pursuant to this Section 3.01(a) shall be applied first (x) to Revolving Loansreduce the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amounts of each such Scheduled Repayment after giving effect to all prior reductions thereto) or (y) at the option of the Borrower, then (1) first, to reduce in direct order of maturity the Original Term Loans, Scheduled Repayments which are due and then to payable within 12 months from the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to date of such prepayment, and (2) second, to the sum extent in excess of the Existing Commitments are equal amounts required to be applied in respect of Term Loans pursuant to preceding sub-clause (1), to reduce the then outstanding remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied each such Scheduled Repayment after giving effect to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lendersreductions thereto).

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Term Loans of a given Tranche, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Term Loans of a given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, without premium or penaltyin the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then or such lesser amount as is acceptable to the Original Term LoansAdministrative Agent, and then to the Term B Loans. Voluntary prepayments on the Original provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall not be permitted unless, immediately prior to such prepayment, reduce the sum of the Existing Commitments are equal to the then outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Original Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term Loans. All voluntary prepayments , such Borrowing shall automatically be converted into a Borrowing of the Original Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans of a given Tranche made pursuant to a Borrowing shall be applied pro rata among such Term Loans of such Tranche. Notwithstanding anything to the remaining principal installments thereof contrary contained in the inverse order this Agreement, any such notice of maturity thereof. No voluntary prepayments prepayment pursuant to this Section 5.01(a), if such prepayment would have resulted in a refinancing of all of the Term B Loans shall and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be permitted unless all obligations under revoked by the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty (other than as provided in Section 5.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Revolving Loans and/or Swingline Loans, the amount of the Loans to be prepaid, the Types of Loans to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, without premium or penaltyin the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent, provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided that at the relevant Borrower’s election in connection with any prepayment of Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each prepayment of principal of Revolving Loans pursuant to this Section 5.01(a) shall be applied first as directed by the Borrower in the applicable notice of prepayment delivered pursuant to Revolving Loans, then this Section 5.01(a). Notwithstanding anything to the Original Term Loanscontrary contained in this Agreement, and then any such notice of prepayment pursuant to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unlessthis Section 5.01(a), immediately prior to if such prepayment, the sum prepayment would have resulted in a refinancing of all of the Existing Commitments are equal to Loans and Commitments, may state that it is conditioned upon the then outstanding principal amount occurrence or non-occurrence of any event specified therein (including the Original Term Loans. All voluntary prepayments effectiveness of other credit facilities), in which case such notice may be revoked by the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth belowCompany may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the Borrowers date of prepayment, which notice, if telephonic, shall have the right be promptly confirmed in writing, at any time and from time to time prepay Loans any Swing Line Loan on any Business Day in whole or in part from time to time, without premium or penalty; provided, however, that each such partial prepayment of Loans shall be in a an aggregate minimum principal amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess thereofof that amount. Amounts prepaid on Existing Loans under this Section 2.3(aA Borrower may, upon (i) shall be applied first to Revolving not less than one (1) Business Day’s prior written or telephonic notice, in the case of Base Rate Loans, then to (ii) three (3) Business Days’ prior written or telephonic notice in the Original Term Loanscase of Eurocurrency Rate Loans denominated in Dollars and (iii) four (4) Business Days’ (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior written or telephonic notice in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, and then in each case given to the Term B Loans. Voluntary prepayments Administrative Agent by 12:00 Noon (New York City time) on the Original Term date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans shall not are to be permitted unless, immediately prior to prepaid of such prepayment, at any time and from time to time prepay any Revolving Loans outstanding in favor of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount. Notice of prepayment having been given as aforesaid, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full replacement credit agreement or other similar document and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant revoked by Company if such condition is not satisfied, subject to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers Section 2.7. Any such voluntary prepayment shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent applied as specified in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenderssubsection 2.4B(iv).

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans the Revolving Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Revolving Loans, without premium the amount of such prepayment and the Types of Revolving Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or penaltyBorrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks; provided(ii) each prepayment of Revolving Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $2,000,000, however, provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Original Term Loans. All voluntary prepayments Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Original Term Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no pro rata among such Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Loans.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans any Class of the Term Loans, without premium or penalty (except as provided below in Section 4.01(c) and subject to Section 2.11), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 2:30 P.M. (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, without premium which notice (in each case) shall specify the amount of such prepayment and the Types of Term Loans to be prepaid and, in the case of LIBOR Loans, the specific Borrowing or penaltyBorrowings pursuant to which such LIBOR Loans were made, and which notice the Administrative Agent shall, promptly transmit to each of the Lenders; provided, however, that (ii) each such partial prepayment of a Class of Term Loans pursuant to this Section 4.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples or a whole multiple of $500,000 100,000 in excess thereof. Amounts prepaid on Existing thereof (or such lesser amount as is acceptable to the Administrative Agent); provided that if any partial prepayment of LIBOR Loans under made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a4.01(a) in respect of any Class of Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; and (iv) each prepayment of any Class of Term Loans pursuant to this Section 4.01(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to reduce the then outstanding principal amount of remaining Scheduled Repayments thereof as directed by the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof Borrower or, absent such direction, in the inverse direct order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Each Borrower shall have the right to prepay Loans its respective Loans, without premium or penalty (other than as set forth in clause (vi) of this Section 5.01(a)), in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans or Canadian CDOR Rate Loans, without premium which notice (in each case) shall specify whether A Term Loans, B Term Loans, 2016 Revolving Loans, 2017 Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Loans or Canadian CDOR Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans or Canadian CDOR Rate Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; provided, however, that (ii) (x) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing 2016 Revolving Loans under or 2017 Revolving Loans pursuant to this Section 2.3(a5.01(a) shall be applied first to Revolving Loansin an aggregate principal amount of at least $500,000 or $500,000 Canadian Dollars, then as applicable, (or such lesser amount as is acceptable to the Original Term Loans, Administrative Agent) and then (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 or $100,000 Canadian Dollars (or such lesser amount as is acceptable to the Term B Loans. Voluntary prepayments on Administrative Agent in any given case), provided that (x) if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect and (y) if any partial prepayment of Canadian CDOR Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Canadian CDOR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Canadian CDOR Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing by the U.S. Borrower or any Canadian Borrower shall be applied pro rata among such Loans of the Original U.S. Borrower or any Canadian Borrower, respectively, provided that at the relevant Borrower’s election in connection with any prepayment of 2016 Revolving Loans or 2017 Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any 2016 Revolving Loan 2017 Revolving Loan, as applicable, of a Defaulting Lender; (iv) each voluntary prepayment of Term Loans pursuant to this Section 5.01(a) shall be applied to the A Term Loans and B Term Loans as directed by the U.S. Borrower; (v) each prepayment of A Term Loans and B Term Loans pursuant to this Section 5.01(a) shall reduce the then remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments Scheduled Repayments of the Term B Loans shall be permitted unless all obligations under the Original respective Tranche of Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held as directed by the Agent in an amount equal to one hundred five percent U.S. Borrower; and (105%vi) any prepayment of B Term Loans made during the then extant Letter of Credit Obligations, or (ii) causing period commencing on the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, Sixth Amendment Completion Date and ending on the date set forth as occurring two years following the date of termination of this Credit Agreement in such notice. In Sixth Amendment Completion Date shall be accompanied by the event payment of the termination fee described in Section 4.01(f). For the avoidance of this Credit Agreement and repayment of the Obligations at any time doubt, prior to the 2016 Revolving Loan Maturity Date, for the amount of any other reason, including (a) termination after prepayment of Revolving Loans elected to be made by the occurrence Borrowers pursuant to Section 5.01 shall be allocated among the Revolving Loans of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale each Lender pro rata based on each such Lender’s RL Percentage without regard to the tranche of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations Revolving Loan Commitments held by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Lender.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part part, from time to time, without premium or penaltypenalty except as set forth in Section 4.5(c) and Section 4.5(e) on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 (or, in connection with any Refinancing Amendment, at least $1,000,000) and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, however, that each such any partial prepayment of Eurocurrency Loans shall be in made pursuant to a minimum single Borrowing that reduces the aggregate principal amount of $1,000,000 and integral multiples the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of $500,000 in excess thereof. Amounts Section 4.5(a)(i); (iii) Eurocurrency Loans may be prepaid on Existing Loans under pursuant to this Section 2.3(a4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the terms of Sections 2.13, 2,14 or 2.15, respectively, each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to Revolving Loans, then to the Original Scheduled Term Loans, and then to Repayments of the Term B Loans. Voluntary prepayments on Facility being repaid due within the Original Term Loans shall not be permitted unless12 month period following the date of such prepayment in direct order of maturity and, immediately prior to such prepaymentthereafter, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal installments thereof amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the inverse order absence of maturity thereofsuch request, as the Administrative Agent shall determine). No voluntary The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full Administrative Agent and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held waived unilaterally by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Administrative Agent.

Voluntary Prepayments. Except as set forth below, the (a) The Borrowers shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Lead Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) (“Notice of Prepayment”) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Term SOFR Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 11:00 a.m. (New York City time) at least two Business Days prior to the date of such prepayment in the case of Term SOFR Term Loans (or, without premium or penaltyin the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of Term SOFR Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Term SOFR Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied first as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to Revolving Loansthis Section 5.01(a) or, then if no such direction is given, in direct order of maturity. Notwithstanding anything to the Original Term Loanscontrary contained in this Agreement, and then any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the Term B Loans. Voluntary prepayments on occurrence or non-occurrence of any event specified therein (including the Original Term Loans shall not be permitted unless, immediately prior to such prepaymenteffectiveness of other credit facilities, the sum occurrence of the Existing Commitments are equal to the then outstanding principal amount a Change of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall Control or any similar event), in which case such notice may be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety revoked by Lead Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans in whole or in part from time to time, time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days’ prior written notice to the Agent and any prepayment of Eurodollar Loans will be subject to Section 4.3; (ii) each such partial prepayment of Revolving Loans shall be in a the minimum principal amount of $1,000,000 10,000,000 and integral multiples each such partial prepayment of Term Loans shall be in the minimum principal amount of $500,000 1,000,000; (iii) any prepayment of Term Loans that by their terms automatically increase the aggregate amount of the Revolving Committed Amount upon any prepayment thereof in excess thereofconnection with a Permitted Acquisition or capital expenditure as provided in this Section 3.2(a)(iii), in connection with such a Permitted Acquisition or capital expenditure, shall, so long as no Default shall have occurred and be continuing, cause the Revolving Committed Amount to be increased in the same dollar amount of such prepayment (and Revolving Loans automatically made under such increased Revolving Committed Amount in order to make such prepayment of the Term Loans) and shall be subject to Section 2.10(b), and (iv) any prepayment of Term Loans shall be applied first (x) to Term Loans that by their terms automatically increase the aggregate amount of the Revolving Committed Amount upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure as provided in Section this 3.2(a)(iii), to be applied to such Term Loans in the order in which such Term Loans were made, and then (y) to the remaining Term Loans. Amounts prepaid on Existing Loans Any prepayments made under this Section 2.3(a3.2(a) shall be applied first to Revolving Loans, then to the Original Term Loans, Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities and shall be subject to Section 4.3. The increase in the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unlessRevolving Committed Amount pursuant to this clause (a) may, immediately prior to such prepayment, the sum upon request of the Existing Commitments are equal to Borrower, occur concurrently with the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments prepayment of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Loans.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Term Loans of a given Tranche, without premium or penalty (other than as provided in Section 5.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, without premium or penaltyin the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent, provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Term Loans of a given Tranche made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with a Term Loan Extension Amendment; and (iv) each prepayment of principal of Initial Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied first as directed by the Borrower in the applicable notice of prepayment delivered pursuant to Revolving Loansthis Section 5.01(a) or, if no such direction is given, to reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans in direct order of maturity. Notwithstanding anything to the Original Term Loanscontrary contained in this Agreement, and then any such notice of prepayment pursuant to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unlessthis Section 5.01(a), immediately prior to if such prepayment, the sum prepayment would have resulted in a refinancing of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments all of the Term B Loans shall and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be permitted unless all obligations under revoked by the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to timetime on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 noon at the Notice Office prior written notice (x) on the same Business Day (or telephonic notice promptly confirmed in writing) in the case of Base Rate Loans and (y) three (3) Business Days prior in the case of LIBOR Loans, without premium of its intent to prepay any Loans, which notice (in each case) shall specify whether Incremental Term Loans (including which Class of Term Loans), Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; provided, however, provided that a notice of prepayment under this Section 5.01 (i) may state that such notice is conditional upon the effectiveness of the receipt of proceeds from the issuance of other Indebtedness or Capital Stock or consummation of an asset sale or the occurrence of other events in which case such notice of prepayment may be rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; (ii) (x) each such partial prepayment of Incremental Term Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case), (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case); (iii) except for prepayments made with proceeds of Other Revolving Loans or loans made pursuant to Replacement Revolving Loan Commitments at the time of the establishment of Other Revolving Commitments or Replacement Revolving Loan Commitments, as the case may be, pursuant to Section 2.17, which Loans shall be used first to refinance the outstanding Revolving Loans being refinanced on a basis so that, after giving effect thereto, the outstandings of each Revolving Lender are in a minimum principal amount accordance with its Revolving Percentages, each prepayment of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Revolving Loans under pursuant to this Section 2.3(a5.01 shall be made in proportion to the outstanding principal of Revolving Loans of the various Revolving Lenders, so that each Revolving Lender’s outstandings pursuant to its Revolving Loan Commitments reflect its respective Revolving Percentages as from time to time in effect and (iv) each prepayment pursuant to this Section 5.01 in respect of any Loans made pursuant to a Borrowing shall be applied first to Revolving pro rata among such Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to --------------------- prepay Loans (other than C Term Loans-Fixed Rate, with any prepayment in respect thereof to be as set forth in the C Term Notes-Fixed Rate) in whole or in part from time to timepart, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are B Term Loans, C Term Loans-Floating Rate, RF Loans or AF Loans, the amount of such pre payment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 12:00 Noon (New York time) on the Business Day prior to the date of such prepayment, and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Loans any Borrowing shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples 1,000,000, provided that no partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Eurodollar Loans under this Section 2.3(a) made pursuant to a Borrowing shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans provided that at the Borrower's election in connection --- ---- with any prepayment of RF Loans or AF Loans pursuant to this Section 3.01, such prepayment shall not be applied to any RF Loans or AF Loans. All voluntary prepayments , as the case may be, of the Original a Defaulting Lender; and (iv) each prepayment of Term Loans pursuant to this Section 3.01 shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent the B TF Percentage of such prepayment) and C Term Loans (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%the C TF Percentage of such prepayment) and shall reduce the remaining Scheduled Repayments of each of the then extant Letter of Credit Obligations, or B Term Loans and the C Term Loans (iix) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit)first, in full, together with the Applicable Prepayment Premium, on the date set forth as direct order of maturity to those Scheduled Repayments which will be due and payable within twelve months after the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement respective payment and repayment of the Obligations at any time prior (y) second, to the Maturity Dateextent in excess thereof, for any other reason, including on a pro rata basis (a) termination after based upon the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual --- ---- then remaining principal amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of each such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual LendersScheduled Repayment).

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day prior to the date that a prepayment of Base Rate Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans, without premium (y) at least three Business Days' prior written notice (or penaltytelephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, and (z) on the same day that a prepayment of Swingline Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Swingline Loans, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks; provided(ii) each prepayment shall be in an aggregate principal amount of at least (x) $1,000,000 (or, howeverif less, the full amount of such outstanding Loans) in the case of Term Loans, (y) $250,000 (or, if less, the full amount of such outstanding Loans) in the case of Revolving Loans or (z) $100,000 (or, if less, the full amount of Swingline Loans then outstanding) in the case of Swingline Loans; provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall be reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than (1) in a minimum principal amount the case of Term Loans, $1,000,000 5,000,000 and integral multiples (2) in the case of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.12; (iv) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall, except as set forth below, be applied pro rata among such Term Loans; and (v) in the event of certain refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon five (5) Business Days' written notice to the Original Term Administrative Agent at its Notice Office (which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and then unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the Term B Loans. Voluntary prepayments on need to obtain such Bank's individual consent) in accordance with said Section 13.12(b) so long as (A) in the Original Term case of the repayment of Revolving Loans for any Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment, and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) have been obtained; provided that at the Borrower's election (and with the consent of the Administrative Agent, unless the Administrative Agent is the Defaulting Bank) in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be permitted unless, immediately prior applied to such prepayment, the sum any Revolving Loan of the Existing Commitments are equal to the then outstanding a Defaulting Bank. Each prepayment of principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans pursuant to this Section 4.01 shall be applied to the remaining principal installments thereof reduce, in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cashfor Scheduled Repayments, the Obligations Scheduled Repayments remaining for the next succeeding 12 months (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) as of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination such prepayment) of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement Term Loans and repayment of the Obligations at any time prior thereafter, to the Maturity Date, for any other reason, including (a) termination after then remaining Scheduled Repayments of such Term Loans pro rata based upon the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual then remaining principal amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)each Scheduled Repayment.

Voluntary Prepayments. Except as set forth below, the Borrowers Each Borrower shall have the right to prepay Revolving Loans made to it in whole or in part from time to timepart, without premium or penalty; provided, however, that each from time to time on the following terms and conditions: (i) such partial prepayment Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first its intent to prepay the Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to amount of such prepayment, the sum currency in which such Loans are denominated and the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by such Borrower (x) prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans and (y) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the Existing Commitments are equal to Lenders; (ii) each partial prepayment shall be in an aggregate principal amount of at least $1,000,000, or the then outstanding Dollar Equivalent thereof, provided that no partial prepayment of any Revolving Loans shall reduce the aggregate principal amount of the Original Term Loans. All voluntary prepayments Revolving Loans outstanding to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of the Original Term any Revolving Loans made pursuant to a Borrowing shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full pro rata among such Revolving Loans; and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise prepayments of Eurodollar Loans made pursuant to this Section 4.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages payments required to the Agent and the Lenders or profits lost by the Agent and the Lenders be made pursuant to Section 1.12 as a result of such early termination, and by mutual agreement prepayment are made. No Borrower shall have the right under this Section 4.01 to prepay any principal amount of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)any Competitive Bid Loans.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Loans made to it, in whole or in part from time to timepart, without premium or penalty, except as otherwise provided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, whether such Loans are Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 11:00 A.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall, except in the case of Swingline Loans, promptly be transmitted by the Agent to each of the Banks; (ii) each prepayment shall be in an aggregate principal amount of (A) at least $1,000,000 in the case of Eurodollar Loans and (B) at least $500,000 in the case of Base Rate Loans (or $100,000 in the case of Swingline Loans); provided, however, that each such no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments Eurodollar Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and (iii) each prepayment in respect of the Original Term any Revolving Loans made pursuant to a Borrowing shall be applied to pro rata among such Revolving Loans; provided, that at the remaining principal installments thereof Borrower's election in the inverse order connection with any prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice pursuant to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing BankSection 4.01(a), in full, together with the Applicable Prepayment Premium (which may such prepayment shall not be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant applied to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Revolving Loans of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Bank.

Voluntary Prepayments. Except as set forth below, the (a) The Borrowers shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers' intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, without premium whether Term Loans, Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks; provided(ii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 (or $500,000 in the case of Swingline Loans), however, provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be in continued as a minimum principal amount Borrowing of $1,000,000 Eurodollar Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing an Interest Period with respect thereto given by the Borrowers shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans under pursuant to this Section 2.3(a4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied first to Revolving pro rata among such Loans, then to provided that at the Original Term Borrowers' election in connection with any prepayment of Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans such prepayment shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Bank.

Voluntary Prepayments. Except as set forth below, the The Borrowers shall have the right to prepay Loans the Loans, subject, in the case of Term Loans, to the Prepayment Premium, if applicable, in whole or in part at any time and from time to time on the following terms and conditions: (i)(A) in the case of Term Loans, the Term Borrower shall give the Agents prior to 10:00 A.M. (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, without premium which notice (in each case) may be conditioned on the occurrence of a specified transaction and revoked if such transaction does not occur and shall specify the amount of such prepayment of Term Loans and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or penaltyBorrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders and (B) no notice shall be required with respect to the repayment of Revolving Loans provided that prepayment of a Revolving Loan may only be made on Wednesday of each calendar week; provided, however, that (ii) (x) each such partial prepayment of Term Loans pursuant to this Section 6.01 shall be in a minimum an aggregate principal amount of at least $1,000,000 250,000 (or such lesser amount as is acceptable to the Agents in any given case), and integral multiples (y) each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Revolving Loans under pursuant to this Section 2.3(a) 6.01 shall be applied first to in an aggregate principal amount of at least $250,000 (or, if the total outstanding amount of Revolving LoansLoans then outstanding is less than $250,000, then such lesser amount) (or other such lesser amount as is acceptable to the Original Term LoansAgents), and then provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All ) and any election of an Interest Period with respect thereto given by a Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 6.01 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 6.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayments prepayment of the Original Term Loans pursuant to this Section 6.01 shall be applied to the Term Loans on a pro rata basis; (v) each prepayment of Term Loans pursuant to this Section 6.01 shall reduce the then remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments Scheduled Repayments of the Term B Loans as directed by the Term Borrower, (vi) the Term Borrower shall be permitted unless all obligations under the Original not prepay Term Loans have been paid in full and no with the proceeds of any Revolving Loans are outstanding. The Borrowers have and (vii) the option, at any time upon ninety (90) days prior written notice Availability after giving effect to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to such prepayment shall not be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)less than $2,000,000.

Voluntary Prepayments. Except The Borrower shall have the right to --------------------- prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day prior to the date that a prepayment of Base Rate Loans or Swingline Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be in an aggregate principal amount of at least (x) $1,000,000 (or, if less, the full amount of such outstanding Loans) in the case of Term Loans, (y) $500,000 (or, if less, the full amount of such outstanding Loans) in the case of Revolving Loans or (z) $100,000 (or, if less, the full amount of Swingline Loans then outstanding) in the case of Swingline Loans; provided that -------- if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than (1) in the case of Term Loans, $5,000,000 and (2) in the case of Revolving Loans, $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall, except as set forth below, be applied pro rata among such Loans; (v) in the Borrowers event of certain --- ---- refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon five (5) Business Days' written notice to the Administrative Agent at its Notice Office (which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans for any Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment, and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) have the right to prepay Loans in whole or in part from time to time, without premium or penaltybeen obtained; provided, however, that and (vi) each such partial voluntary prepayment of Term Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under pursuant to this Section 2.3(a) shall be applied first 4.01, except pursuant to Revolving Loanspreceding clause (v), then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining Tranche A Term Loans and the Tranche B Term Loans, on a pro rata basis (based upon the then --- ---- outstanding principal installments thereof amount of Tranche A Term Loans and Tranche B Term Loans); provided that at the Borrower's election (and with the consent of the -------- Administrative Agent, unless the Administrative Agent is the Defaulting Bank) in the inverse connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank. Each prepayment of principal of Tranche A Term Loans and Tranche B Term Loans pursuant to this Section 4.01 shall be applied to reduce, in order of maturity thereof. No voluntary prepayments for Scheduled Repayments, the next succeeding four remaining Scheduled Repayments of the Term B Loans shall be permitted unless all obligations under the Original each such Tranche of Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agentthereafter, to terminate this Credit Agreement by paying the then remaining Scheduled Repayments of each such Tranche of Term Loans pro rata based --- ---- upon the then remaining principal amount of each Scheduled Repayment. Notwithstanding anything to Agentthe contrary contained in the immediately preceding sentence, in cash, the Obligations repayments of either Tranche of Term Loans pursuant to clause (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%v) of the first sentence of Section 4.01 shall only apply to reduce the then extant Letter remaining Scheduled Repayments of Credit Obligations, or (ii) causing the original Letters of Credit to be returned such Tranche to the Issuing Bankextent the Term Loans so repaid are not replaced pursuant to Section 13.12(b), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant any such reductions to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of reduce the then extant Letter of Credit Obligations, or (ii) causing remaining Scheduled Repayments in the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date manner set forth as in the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)immediately preceding sentence.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Each Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) (or 11:00 A.M. (New York City time) in the case of succeeding clause (A)) at the Notice Office (A) same day written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, without premium which notice (in each case) shall specify whether Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (A) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, howeverthat, that each such if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of the Original Term an Interest Period with respect thereto given by such Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the remaining principal installments thereof pro rata among such Revolving Loans; provided, that, at such Borrower’s election in the inverse order connection with any prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the optionpursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender (it being understood and agreed that, if at any time upon ninety (90) days prior written notice thereafter any such Defaulting Lender ceases to be a Defaulting Lender under this Agreement, each Borrower shall, in coordination with the Administrative Agent, to terminate this Credit Agreement by paying to Agentrepay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned each case to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or extent necessary so that all of the Obligations by Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the confirmation basis of a plan of reorganization or their respective Revolving Loan Commitments and with the Borrowers being obligated to pay to the respective Lenders any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view costs of the impracticability and extreme difficulty of ascertaining the actual amount of damages type referred to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of in Section 2.11 in connection with any such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lendersrepayment and/or Borrowing).

Voluntary Prepayments. Except as set forth below, the Borrowers A Borrower shall have the right to prepay Loans Loans, without premium or penalty, in whole or in part from time to timetime on the following terms and conditions: (a) such Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, without premium the amount of such prepayment and (in the case of LIBOR Loans or penaltyEURIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by such Borrower no later than (i) in the case of EURIBOR Loans, 10:00 a.m. two Business Days prior to, or (ii) in the case of LIBOR Loans denominated (x) in Dollars, 10:00 a.m. three Business Days, and (y) in an Alternative Currency, 10:00 a.m. five Business Days prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; provided(b) each partial prepayment of any LIBOR Loans or EURIBOR Loans shall be in an integral multiple of €1,000,000 (or its equivalent in an Alternative Currency) and in an aggregate principal amount of at least €5,000,000 (or its equivalent in an Alternative Currency) and each partial prepayment of ABR Loans shall be in an integral multiple of $100,000 and in an aggregate principal amount of at least $500,000 or, howeverin each case, if less, the entire principal amount thereof then outstanding, provided that each such no partial prepayment of Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount, and (c) any prepayment of LIBOR Loans or EURIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be in a minimum principal amount subject to compliance by the relevant Borrower with the applicable provisions of $1,000,000 and integral multiples of $500,000 in excess thereofSection 2.11. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to Each such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans prepayment shall be applied to the remaining principal installments thereof Lenders’ participation in each such Loan pro rata. At the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid relevant Borrower’s election in full and no Revolving Loans are outstanding. The Borrowers have the option, at connection with any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination prepayment pursuant to the provisions of this sectionSection 5.1, then the Existing Commitments such prepayment shall terminate and the Borrowers shall not be obligated applied to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Loan of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below, The US Borrower and the Borrowers UK Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part from time to timetime on the following terms and conditions: (a) the US Borrower (on its own behalf and on behalf of the UK Borrower) shall give the Administrative Agent at the Administrative Agent’s Office (or, without premium in the case of a Swingline Loan, the Swingline Lender) written notice (or penaltytelephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of Eurodollar Term Loans, Eurodollar Revolving Credit Loans and Eurodollar Extended Revolving Credit Loans) the specific Borrowing(s) pursuant to which such prepayment shall be applied, which notice shall be given by the US Borrower no later than (i) in the case of Term Loans, Revolving Credit Loans or Extended Revolving Credit Loans, 10:00 a.m. (Local Time) one Business Day prior to, or (ii) in the case of Swingline Loans, 10:00 a.m. (Local Time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; provided, however, that (b) each such partial prepayment of any Borrowing of Term Loans, Revolving Credit Loans or Extended Revolving Credit Loans shall be in a minimum principal amount multiple of the Dollar Equivalent of $1,000,000 100,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding an aggregate principal amount of the Original Term Loans. All voluntary prepayments Dollar Equivalent of the Original Term at least $1,000,000 and each partial prepayment of Swingline Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of at least the Dollar Equivalent of $100,000; provided, that no partial prepayment of Eurodollar Term B Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans; and (c) any prepayment of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be permitted unless all obligations under subject to compliance by the Original US Borrower or the UK Borrower, as the case may be, with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers Section 5.1 shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after applied to Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche E Term Loans, Tranche G Term Loans, Tranche H Term Loans or Tranche I Term Loans in such manner as the occurrence US Borrower (on its own behalf and on behalf of an Event of Default, the UK Borrower) may determine and (b) foreclosure and sale of Collateralapplied to reduce Tranche X-0 Xxxxxxxxx Xxxxxxx, (c) sale of the Collateral in any insolvency or bankruptcy related proceedingXxxxxxx X-0 Repayment Amounts, or (iv) restructureTranche E Repayment Amounts, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).Tranche G Repayment Amounts,

Voluntary Prepayments. Except (a) Borrower may prepay, in accordance with paragraph (d) below, all or any portion of the Outstanding Principal Balance on any Business Day, provided that the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing (other than in connection with a prepayment made with respect to a release of an Individual Property subject to a Qualified Release Property Default); (ii) Borrower shall timely deliver to Lender a Prepayment Notice; (iii) each Mezzanine Borrower shall concurrently make a prepayment of all or a portion, as applicable, of the outstanding principal balance of the applicable Mezzanine Loan, and shall otherwise satisfy the applicable conditions in the Mezzanine Loan Documents with respect to such prepayment (as evidenced by an Officer’s Certificate and, and in the case of a prepayment in full or the release of an Individual Property, the delivery to Lender of a copy of a payoff letter from the applicable Mezzanine Lender); (iv) Borrower shall comply with the provisions and pay to Lender the applicable amounts set forth belowin Section 2.4.6 and (v) if Borrower is prepaying the entire Outstanding Principal Balance, then Borrower shall also pay to Lender (without duplication of amounts paid under Section 2.4.6) any and all other amounts outstanding under the Note, this Agreement, and any of the other Loan Documents. The aggregate amount prepaid by Borrower under this paragraph (a) and concurrently by Mezzanine Borrowers shall have under the right to prepay Loans in whole or in part from time to time, without premium or penalty; provided, however, that each such partial prepayment of Loans Mezzanine Loan Documents shall be allocated among the Loan and the Mezzanine Loans pro rata in a minimum accordance with their respective outstanding principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, balances immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)prepayments.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Term Loans of a given Tranche, without premium or penalty (other than as provided in Section 5.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Term Loans of a given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, without premium or penaltyin the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent, provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing Loans under an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 2.3(a5.01(a) in respect of any Term Loans of a given Tranche made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Initial Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied first as directed by the Borrower in the applicable notice of prepayment delivered pursuant to Revolving Loansthis Section 5.01(a) or, if no such direction is given, to reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans in direct order of maturity. Notwithstanding anything to the Original Term Loanscontrary contained in this Agreement, and then any such notice of prepayment pursuant to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unlessthis Section 5.01(a), immediately prior to if such prepayment, the sum prepayment would have resulted in a refinancing of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments all of the Term B Loans shall and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be permitted unless all obligations under revoked by the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety Borrower (90) days prior by written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Administrative Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, on or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aspecified effective date) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of if such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)condition is not satisfied.

Voluntary Prepayments. Except as set forth belowCompany may, upon delivery of a Notice of Prepayment to Administrative Agent or upon telephonic notice to Administrative Agent promptly confirmed in writing by delivery of a Notice of Prepayment, on or prior to 11:00 A.M. (New York City time) on the Borrowers shall have the right date of prepayment, at any time and from time to time prepay Loans any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day’s prior written notice by delivery of a Notice of Prepayment or telephonic notice promptly confirmed in writing by delivery of a Notice of Prepayment, in the case of Base Rate Loans, and three Business Days’ prior written notice by delivery of a Notice of Prepayment or telephonic notice promptly confirmed in writing by delivery of a Notice of Prepayment, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent by 11:00 A.M. (New York City time) on the date required (who will promptly notify each Lender whose Loans are to be prepaid of such prepayment), at any time and from time to time, without premium time prepay any Term Loans or penaltyRevolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount; provided, however, that each such partial prepayment of Loans shall a Eurodollar Rate Loan may only be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under the expiration of the Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to subsection 2.6D. Any written or telephonic notice of voluntary prepayment delivered pursuant to this Section 2.3(asubsection 2.4B(i) shall be applied first to Revolving Loans, then to the Original Term Loans, irrevocable and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to once such prepaymentNotice of Prepayment has been given as aforesaid, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term LoansLoans specified in such notice shall become due and payable on the prepayment date specified therein; provided that a Notice of Prepayment delivered by Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Company (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All Any such voluntary prepayments of the Original Term Loans prepayment shall be applied to the remaining principal installments thereof as specified in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenderssubsection 2.4B(iv).

Voluntary Prepayments. Except as set forth below, the Borrowers A. The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans or the Swing Line Loans in any combination, in whole or in part part, from time to time, without premium or penaltypenalty except as set forth in Section 4.5(c), on the following terms and conditions: (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Administrative Agent by 12:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, however, that each such any partial prepayment of Eurocurrency Loans shall be in made pursuant to a minimum single Borrowing that reduces the aggregate principal amount of $1,000,000 and integral multiples the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the ante-penultimate sentence of $500,000 in excess thereof. Amounts Section 4.5(a); (iii) Eurocurrency Loans may be prepaid on Existing Loans under pursuant to this Section 2.3(a4.3 on the last day of an Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to Revolving Loans, then to the Original Scheduled Term Loans, and then to Repayments of the Term B Loans. Voluntary prepayments on Facility being repaid due within the Original Term Loans shall not be permitted unless12 month period following the date of such prepayment in direct order of maturity and, immediately prior to such prepaymentthereafter, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal installments thereof amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the inverse order absence of maturity thereofsuch request, as the Administrative Agent shall determine). No voluntary The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full Administrative Agent and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held waived unilaterally by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Administrative Agent.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Each Borrower shall have the right to prepay the Loans (other than Bid Loans and Local Currency Loans) made to it, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the respective Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) same day written notice (or telephonic notice promptly confirmed in writing) of such Borrower's intent to prepay Base Rate Loans or Swingline Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of such Borrower's intent to prepay Eurocurrency Loans, without premium the amount of such prepayment and, in the case of Eurocurrency Loans, the specific Borrowing or penaltyBorrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks; provided, however, and (ii) each prepayment shall be of Loans having an Original Dollar Amount of at least $500,000 provided that each such if any partial prepayment of Eurocurrency Loans made pursuant to any Borrowing shall reduce the outstanding Eurocurrency Loans made pursuant to such Borrowing to an amount less than an Original Dollar Amount of $2,000,000, then such Borrowing may not be continued as a Borrowing of Eurocurrency Loans and any election of an Interest Period with respect thereto given by the respective Borrower shall have no force or effect. Any Bid Loan shall be in a minimum principal amount prepayable only with the consent of $1,000,000 and integral multiples of $500,000 in excess thereofthe Bank making such Bid Loan. Amounts prepaid on Existing Loans under this Section 2.3(a) Any Local Currency Loan shall be applied first to Revolving Loans, then prepayable to the Original Term Loans, extent and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof terms provided in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Local Currency Documentation.

Voluntary Prepayments. Except as set forth below(a) Subject to Section 5.05, the Borrowers Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, without premium which notice (in each case) shall specify whether Term Loans or penaltyRevolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided, however, that (ii) (x) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and integral multiples (y) each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Revolving Loans under pursuant to this Section 2.3(a5.01(a) shall be applied first to Revolving Loans, then in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Original Term LoansAdministrative Agent), and then provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of an Interest Period with respect thereto given by the Original Term Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining principal installments thereof Scheduled Term Loan Repayments of such Term Loans in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)maturity.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, without premium which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or penaltyBorrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, promptly transmit to each of the Lenders; provided, however, that (ii) each such partial prepayment of Loans pursuant to this Section 4.01(a) shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then (or such lesser amount as is acceptable to the Original Term Loans, and then Administrative Agent); provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Original Term Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans. All voluntary prepayments ) and any election of an Interest Period with respect thereto given by the Original Term Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full pro rata among such Loans; and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise each prepayment of any or all of Loans pursuant to this Section 4.01(a) shall reduce the Obligations by then remaining Scheduled Repayments on a pro rata basis (based on the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual then remaining principal amount of damages each such Scheduled Repayments after giving effect to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lendersall prior reductions thereto).

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Borrower shall have the right to prepay the Loans in whole or in part from time to time on the following terms and conditions: (i) Borrower shall give Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by Borrower to Agent by 12:00 noon (New York City time) (x) on the date of prepayment with respect to Revolving Loans and Swing Line Loans which are Base Rate Loans, without premium or penalty(y) at least one Business Day prior to the date of such prepayment with respect to Term Loans that are Base Rate Loans and (z) at least three Business Days prior to the date of such prepayment with respect to Eurodollar Loans and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by Agent to each of the applicable Lenders; provided, however, that (ii) each such partial prepayment of Loans any Borrowing (other than a Borrowing of Swing Line Loans) shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples each partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) a Swing Line Loan shall be applied first in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to Revolving Loans, then to a single Borrowing shall reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loansoutstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing provided, that such prepayment shall not be applied to any Revolving Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Revolver Pro Rata Share of all Revolving Loans then outstanding. All voluntary Voluntary prepayments of the Original Term Loans shall be applied to the remaining prepayment of the outstanding principal installments thereof amount of Term Loans in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstandingmaturity. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cashprovisions, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned provisions with respect to the Issuing Bank)minimum amount of any prepayment, and the provisions requiring prepayments in full, together with integral multiples above such minimum amount of this Section 4.3 are for the Applicable Prepayment Premium (which benefit of Agent and may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held waived unilaterally by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Agent.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans in whole or in part from time to timepart, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice may be given by the Borrower on the day of prepayment) and three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Banks; provided, however, that (ii) (x) each such partial prepayment of any Borrowing (other than a Borrowing of Swingline Loans) shall be in an aggregate principal amount of at least $500,000 and (y) each partial prepayment of any Borrowing of Swingline Loans shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples 50,000, PROVIDED that no partial prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Eurodollar Loans under this Section 2.3(a) made pursuant to a Borrowing shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Original Term Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) in the event of certain refusals by a Bank as provided in Section 12.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon 5 Business Days' written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) repay all Revolving Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank in accordance with said Section 12.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (iv), the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment (at which time Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) the consents required by Section 12.12(b) in connection with the repayment pursuant to this clause (iv) have been obtained; and (v) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied to PRO RATA among such Revolving Loans, PROVIDED that at the remaining principal installments thereof Borrower's election in the inverse order connection with any prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this sectionSection 4.01, then the Existing Commitments such prepayment shall terminate and the Borrowers shall not be obligated applied to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Revolving Loans of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Bank.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to timetime on the following terms and conditions: (i) such Borrower shall give the Administrative Agent at the applicable Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 3:00 P.M. (Local Time) on such Business Day) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, without premium (ii) which notice (x) shall specify whether A Term Loans, B Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment, the Types of Loans to be prepaid and, in the case of Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which made, and, in the case of any voluntary prepayment of Term Loans, whether or not such prepayment is to be made with Net Equity Proceeds received by Silgan from the sale or issuance of its capital stock or with the Retained Excess Cash Flow Amount, and (y) the Administrative Agent shall promptly transmit to each of the Lenders; provided(iii) each partial prepayment shall be in an aggregate principal amount of at least $1,000,000 (or $250,000 in the case of Swingline Loans) or, howeverin the case of Incremental Term Loans of a given Tranche, the minimum principal amount set forth in the Incremental Term Loan Commitment Agreement for such Tranche) , provided that each such if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then (A) if such Borrowing is a Borrowing of Eurodollar Loans, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and any election of an Interest Period thereafter with respect thereto given by such Borrower shall have no force or effect, and (B) if such Borrowing is a Borrowing of Alternate Currency Incremental Term Loans under a given Tranche, the respective Incremental Term Loan Borrower shall cooperate with the Administrative Agent in selecting Interest Periods at the end of the then current Interest Period or Interest Periods so as to align such Borrowing with the Interest Period or Interest Periods applicable to one or more other Borrowings of such Tranche of Incremental Term Loans; (iv) except as otherwise provided in the proviso to clause (v) of this Section 4.01(a), each prepayment in respect of any Term Loans made pursuant to this Section 4.01(a) shall be allocated among each of the Tranches of Term Loans on a minimum principal pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the amount of $1,000,000 and integral multiples such prepayment; (v) each prepayment of $500,000 in excess thereof. Amounts prepaid on Existing any Tranche of Term Loans under pursuant to this Section 2.3(a4.01(a) shall be applied first (1) first, to Revolving reduce the Term Loan Scheduled Repayment of each such Tranche of Term Loans which is due on December 31 of the year in which such prepayment is made (it being understood that any voluntary prepayments of A Term Loans, B Term Loans or Incremental Term Loans pursuant to this Section 4.01(a) which are made in 2002 shall be applied first (A) in the case of A Term Loans, to the A Term Loan Scheduled Repayment which is due on December 31, 2003, (B) in the case of B Term Loans, to the B Term Loan Scheduled Repayment which is due on December 31, 2002 and then to the Original B Term Loan Scheduled Repayment which is due on December 31, 2003, and (C) in the case of Incremental Term Loans under a given Tranche, to the Incremental Term Loan Scheduled Repayment (if any) for such Tranche which is due on December 31, 2002 and then to the Incremental Term Loan Scheduled Repayment (if any) for such Tranche which is due on December 31, 2003) and (2) second, to the extent in excess thereof, to reduce the then remaining Term Loan Scheduled Repayments of each such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of Term Loan Scheduled Repayments of each such Tranche of Term Loans after giving effect to all prior reductions thereto), provided that any voluntary prepayments of Term Loans which are made with Net Equity Proceeds received by Silgan from the sale or issuance of its capital stock or with the Retained Excess Cash Flow Amount, may be allocated among the Term Loans, or applied solely to the A Term Loans, the B Term Loans or any Tranche of Incremental Term Loans, as Silgan shall determine in its sole discretion and, to the extent allocated to any such Tranche of Term Loans, shall be applied (1) first, to reduce the A Term Loan Scheduled Repayment, the B Term Loan Scheduled Repayment and/or the Incremental Term Loan Scheduled Repayment of such Tranche, as the case may be, which is due on December 31 of the year in which such prepayment is made (it being understood that any such voluntary prepayments of A Term Loans, B Term Loans or Incremental Term Loans which are made in 2002 shall be applied first (A) in the case of A Term Loans, to the A Term Loan Scheduled Repayment which is due on December 31, 2003, (B) in the case of B Term Loans, to the B Term Loan Scheduled Repayment which is due on December 31, 2002, and then to the B Term B Loans. Voluntary prepayments Loan Scheduled Repayment which is due on December 31, 2003, and (C) in the Original case of Incremental Term Loans shall not be permitted unlessunder a given Tranche, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the Incremental Term Loan Scheduled Repayment (if any) for such Tranche which is due on December 31, 2002 and then outstanding to the Incremental Term Loan Scheduled Repayment (if any) for such Tranche which is due on December 31, 2003) and (2) second, to the extent in excess thereof, to reduce the then remaining Term Loan Scheduled Repayment of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of the Original such Term Loans. All voluntary prepayments Loan Scheduled Repayments after giving effect to all prior reductions thereto); and (vi) each prepayment in respect of the Original Term any Tranche of Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and pro rata among the Lenders or profits lost by the Agent and the Lenders as a result with outstanding Loans of such early terminationTranche, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).provided that at the

Voluntary Prepayments. Except as set forth below, the Borrowers shall have the right to prepay Loans in whole or in part The Company may from time to time, without premium at its option, prepay outstanding Advances, upon three (3) Business Days' prior notice to the Global Administrative Agent in the case of a Eurodollar Advance, or penaltyupon one (1) Business Day's prior notice to the Global Administrative Agent in the case of a Floating Rate Advance; provided, however, provided that each such partial prepayment of Loans shall be in a minimum principal aggregate amount of $1,000,000 and 5,000,000 or any integral multiples multiple of $500,000 1,000,000 in excess thereofthereof without penalty or premium, except that if such prepayment of a Eurodollar Loan occurs prior to a last day of any applicable Interest Period, the Company shall also pay the amount specified in Section 6.3 at the time of such prepayment. Amounts prepaid Such prepayments shall be applied, at the Company's option, against outstanding Revolving Loans and Competitive Bid Loans and against installments or amounts due on Existing Loans under this Section 2.3(a) account thereof in such order of application as the Company shall direct; provided, that if the Company fails to direct an order of application at or prior to the time of such notice of prepayment, then such prepayments shall be applied first (i) first, ratably among the U.S. Lenders with respect to any principal and interest due in connection with Revolving Loans, (ii) second, after all amounts described in clause (i) have been satisfied, ratably among those U.S. Lenders for whom any payment of principal and interest is due in connection with any Competitive Bid Loans and (iii) third, after all amounts described in clauses (i) and (ii) have been satisfied, ratably to any other Obligations then to due; provided, further, that if, at the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to time of any such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans any Default shall have occurred and shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this sectioncontinuing, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay holders of the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligationsshall share such prepayment on a pro rata basis, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, based on the date set forth respective amount of Obligations owing to each such holder (whether or not matured and currently payable and whether consisting of principal, accrued interest, fees, expenses, indemnities or other types of Obligations) as of the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of such Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, without premium whether Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks; provided(ii) each prepayment shall be in an aggregate principal amount of at least $500,000 (or $100,000 in the case of Swingline Loans), however, provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall be in a minimum reduce the outstanding principal amount of $1,000,000 Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and integral multiples any election of $500,000 in excess thereof. Amounts prepaid on Existing an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans under made pursuant to this Section 2.3(a4.01(a) may only be made on the last day of an Interest Period applicable thereto except that the Borrower may make prepayments of Eurodollar Loans on a day which is not the last day of an Interest Period applicable to the Loans being prepaid so long as the Borrower shall compensate each Bank for any breakage costs and any other amounts due such Bank in accordance with Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; (v) except as provided below in this clause (v), each voluntary prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied first pro rata to Revolving each Tranche of Term Loans (with each Tranche of Term Loans to be allocated its respective Term Loan Percentage of the amount to be applied), and (a) in the case of repayments of Tranche A Term Loans, such repayments shall be applied to reduce the then remaining Tranche A Term Loan Scheduled Repayments pro rata based upon the then remaining amount of each Tranche A Term Loan Scheduled Repayment after giving effect to all prior reductions thereto, and (b) in the case of repayments of Tranche B Term Loans, such repayments shall be applied to reduce the then remaining Tranche B Scheduled Term Loan Scheduled Repayments pro rata based upon the then remaining amount of each Tranche B Term Loan Scheduled Repayment after giving effect to all prior reductions thereto, provided that (A) any voluntary prepayment of Term Loans pursuant to this Section 4.01(a) which is made (x) in any fiscal year with proceeds of the Retained Excess Cash Flow Amount, as then in effect, for such fiscal year or (y) with proceeds of the Retained Net Equity Proceeds Amount may (in each case) be applied, at the Borrower's option (and upon written notice to the Original Administrative Agent at the time notice of such prepayment is given by the Borrower), to prepay only one Tranche of Term Loans, and with each such prepayment to reduce the then to the Term B Loans. Voluntary prepayments on the Original remaining Scheduled Repayments of such Tranche of Term Loans pro rata based upon the then remaining amount of each such Scheduled Repayment after giving effect to all prior reductions thereto and (B) no more than $10,000,000 (or $15,000,000 commencing on January 1, 2000) may be applied in any calendar year in accordance with this proviso; and (vi) at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no any Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Loan of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Bank.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Term Loans in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 10:00 a.m. (New York time, without premium or penalty) one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; provided, however, that (b) each such partial prepayment of any Borrowing of Term Loans shall be in a minimum multiple of f $100,000 and in an aggregate principal amount of at least $1,000,000 1,000,000, provided that no partial prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans; and integral multiples (c) any prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Eurodollar Term Loans under pursuant to this Section 2.3(a) 5.1 on any day other than the last day of an Interest Period applicable thereto shall be applied first subject to Revolving Loanscompliance by the Borrower, then to as the Original Term Loanscase may be, and then to with the Term B Loansapplicable provisions of Section 2.11. Voluntary prepayments on To the Original extent Borrower makes a voluntary prepayment of any Term Loans within three (3) years after the Closing Date, such prepayment shall not be permitted unless, immediately prior to made with a premium such prepayment, that the sum of the Existing Commitments are equal to the then outstanding principal aggregate amount of the Original Term Loans. All such voluntary prepayments of the Original Term Loans prepayment shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%1) 103% of the then extant Letter principal amount prepaid if such voluntary prepayment is made within one (1) year after the Closing Date, (2) 102% of Credit Obligationsthe principal amount prepaid if such voluntary prepayment is made within two (2) years after the Closing Date, or and (ii3) causing 101% of the original Letters principal amount prepaid if such voluntary prepayment is made within three (3) years after the Closing Date. The prepayment of Credit to be returned to any Term Loans after the Issuing Bank), in full, together with third anniversary of the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination Closing Date pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers Section 2.12 shall be obligated made without premium or penalty. At the Borrower’s election in connection with any prepayment pursuant to repay the Obligations (including either (i) providing cash collateral this Section 5.1, such prepayment shall not be applied to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Term Loan of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below(a) Subject to clause (vii) of this Section 4.01(a), the Borrowers each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to timetime on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 3:00 P.M. (Local Time) at the applicable Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 3:00 P.M. (Local Time) on such Business Day) and Canadian Prime Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans and B/A Discount Rate Loans, without premium (ii) which notice (x) shall specify whether A Term Loans, B Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans, Canadian Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment, the Types of Loans to be prepaid and, in the case of Euro Rate Loans, B/A Discount Rate Loans and Bankers' Acceptance Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans, B/A Discount Rate Loans or Bankers' Acceptance Loans were made, and (y) the Administrative Agent shall promptly transmit to each of the Lenders; (iii) each partial prepayment shall be in an aggregate principal amount of at least $1,000,000 (taking the Dollar Equivalent of any amounts to be prepaid in an Alternate Currency) (or $250,000 in the case of Swingline Loans) or, in the case of Incremental Term Loans of a given Tranche, the minimum principal amount set forth in the Incremental Term Loan Commitment Agreement for such Tranche), provided that if any partial prepayment of Euro Rate Loans or B/A Discount Rate Loans made pursuant to any Borrowing shall reduce the outstanding Euro Rate Loans or B/A Discount Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then (A) if such Borrowing is a Borrowing of Euro Rate Loans (other than Alternate Currency Incremental Term Loans), such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and any election of an Interest Period thereafter with respect thereto given by such Borrower shall have no force or effect, (B) if such Borrowing is a Borrowing of B/A Discount Rate Loans, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Canadian Prime Rate Loans and any election of an Interest Period thereafter with respect thereto given by such Borrower shall have no force or effect, and (C) if such Borrowing is a Borrowing of Alternate Currency Incremental Term Loans under a given Tranche (other than Canadian Incremental Term Loans), the respective Incremental Term Loan Borrower shall cooperate with the Administrative Agent in selecting Interest Periods at the end of the then current Interest Period or Interest Periods so as to align such Borrowing with the Interest Period or Interest Periods applicable to one or more other Borrowings of such Tranche of Incremental Term Loans; (iv) each prepayment in respect of any Term Loans made pursuant to this Section 4.01(a) shall be allocated among the different Tranches of Term Loans or applied to a single Tranche of Term Loans in each case as Silgan shall specify in the respective notice of prepayment; provided, however, that if either Silgan fails to specify how such prepayment is to be allocated or a Default or an Event of Default exists at the time of the respective prepayment, such prepayment shall be allocated among the Tranches of Term Loans on a pro rata basis (with each Tranche of Term Loans to be allocated its Term Loan Percentage of the amount of such partial prepayment); (v) each prepayment of any Tranche of Term Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under pursuant to this Section 2.3(a4.01(a) shall be applied first (1) first, to Revolving Loans, then to the Original Term Loans, and then to reduce the Term B Loans. Voluntary prepayments on the Original Loan Scheduled Repayment of each such Tranche of Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum which is due on December 31 of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All year in which such prepayment is made (it being understood that (x) any voluntary prepayments of the Original A Term Loans pursuant to this Section 4.01(a) which are made in 2005 or 2006 shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No A Term Loan Scheduled Repayment which is due on December 31, 2007 and (y) any voluntary prepayments of the Canadian Incremental Term B Loans pursuant to this Section 4.01(a) which are made in 2005, 2006 or 2007 shall be permitted unless all obligations under applied to the Original respective Incremental Term Loans have been paid Scheduled Repayment which is due on December 31, 2008), and (2) second, to the extent in full and no excess thereof, to reduce the then remaining Term Loan Scheduled Repayments of each such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of Term Loan Scheduled Repayments of each such Tranche of Term Loans after giving effect to all prior reductions thereto); (vi) each prepayment in respect of any Tranche of Loans pursuant to this Section 4.01(a) shall be applied pro rata among the Lenders with outstanding Loans of such Tranche, provided that at the respective Revolving Borrower's election in connection with any prepayment of Revolving Loans are outstanding. The Borrowers have and Canadian Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan or Canadian Revolving Loan of a Defaulting Lender; and (vii) prepayments of Bankers' Acceptance Loans may not be made prior to the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) maturity date of the then extant Letter respective underlying Bankers' Acceptances or B/A Discount Notes, as the case may be. A notice of Credit Obligations, or (ii) causing the original Letters prepayment of Credit all outstanding Loans pursuant to be returned to the Issuing Bankthis Section 4.01(a), in full, together delivered by a Borrower contemporaneously with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination of the Total Unutilized Revolving Loan Commitment and/or the Total Unutilized Canadian Revolving Loan Commitment pursuant to Section 3.02(a), may state that such notice is conditioned upon the provisions effectiveness of other credit facilities the proceeds of which will be used to refinance in full this sectionAgreement, then the Existing Commitments shall terminate and the Borrowers shall in which case such notice may be obligated to repay the Obligations revoked by such Borrower (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned notice to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, Administrative Agent on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time or prior to the Maturity Datespecified effective date) if such condition is not satisfied; provided, for however, any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in such revocation shall not affect any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages Borrower's obligations pursuant to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Section 1.11."

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans in whole or in part from time to timepart, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans and three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; provided, however, that (ii) each such partial prepayment of Loans any Borrowing shall be in a minimum an aggregate principal amount of at least $1,000,000 and 500,000 and, if greater in an integral multiples multiple of $500,000 in excess thereof. Amounts prepaid on Existing 100,000, provided that no partial prepayment of Eurodollar Loans under this Section 2.3(a) made pursuant to a Borrowing shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.01 on the last day of the Original Term Interest Period applicable thereto, unless prior prepayment is accompanied by all breakage costs owing pursuant to Section 1.11 in connection therewith; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be distributed pro rata among the Lenders which made such Loans, provided that, at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B any Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower’s intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, without premium whether Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment and the Type of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided(ii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 (or $100,000 in the case of Swingline Loans), however, provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) Borrowing shall be applied first to pro rata among such Revolving Loans, provided that subject to Section 2.15, at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then to the Original Term Loansexists, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans the Loans, without premium or penalty (other than the Term Loan Prepayment Premium, if applicable), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 11:00 A.M. (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or, without premium in the case of Swingline Loans prior to 1:00 P.M. (New York time) on the date of such prepayment) and (y) at least three Business Days' prior written notice (or penaltytelephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, the Tranche of Loans to be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided(ii) each prepayment shall be in an aggregate principal amount of at least $5,000,000 and, howeverif greater, in an integral multiple of $1,000,000 (or in the case of Swingline Loans, $10,000 and, if greater, in an integral multiple thereof), provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Tranche, then such Borrowing shall be in converted at the end of the then current Interest Period into a minimum principal amount Borrowing of $1,000,000 and integral multiples Base Rate Loans; (iii) prepayments of $500,000 in excess thereof. Amounts prepaid on Existing Eurodollar Loans under made pursuant to this Section 2.3(a4.01 made on any day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall, except as provided in clause (v) below, be applied pro rata among the Lenders which made such Loans; (v) at the Borrower's election in connection with any prepayment of Revolving Loans or, if prior to the RTL Conversion Date, RTL Loans, such prepayment shall not be applied to the Revolving Loans or RTL Loans, as the case may be, of a Defaulting Lender; (vi) subject to Section 4.02B, each voluntary prepayment of Term Loans made pursuant to this Section 4.01 shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original each Tranche of Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to on a pro rata basis (based upon the then outstanding principal amount of the Original A Term Loans. All voluntary prepayments of the Original , B Term Loans, C Term Loans and, if applicable, RTL Loans) and (vii) each voluntary prepayment of Term Loans of a Tranche shall be applied to reduce the then remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments Scheduled Repayments of the respective Tranche of Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the optionLoans, at any time pro rata based upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual remaining amount of damages such Scheduled Repayments after giving effect to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)all prior reductions thereto.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at its Notice Office (x) at least one Business Day's prior written notice (such notice to be accompanied by a Borrowing Certificate) of its intent to prepay Base Rate Loans and (y) at least three (3) Business Days' prior written notice (such notice to be accompanied by a Borrowing Certificate) of its intent to prepay Eurodollar Rate Loans, without premium the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or penaltyBorrowings pursuant to which made, which notice and Borrowing Certificate the Administrative Agent shall promptly transmit to each of the Banks; provided(ii) in the case of Loans, howevereach prepayment shall be in an aggregate principal amount of at least $1,000,000, provided that each such no partial prepayment of Eurodollar Rate Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than [$ ]; (iii) each prepayment of Eurodollar Rate Loans made pursuant to this Section 4.01 which occurs on a date which is not the last day of the Interest Period applicable thereto shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant subject to the provisions of this section, then the Existing Commitments shall terminate Section 2.12; and the Borrowers (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel applied pro rata among such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such noticeLoans. In the event of the termination of this Credit Agreement and repayment of the Obligations The Borrower may at any time prior by written notice to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Administrative Agent terminate this Agreement and the Lenders or profits lost by the Agent and the Lenders as a result of such early terminationCommitments, and by mutual agreement of the parties as subject to a reasonable estimation and calculation of the lost profits or damages of the Agent and the LendersSection 12.13, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)if no Obligations are then outstanding.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay the Revolving Loans and Term Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 2:00 P.M. (New York time) at the Administrative Agent’s Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower’s intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower’s intent to prepay Eurodollar Loans, specifying whether Initial Term Loans, Revolving Loans, Swingline Loans or one or more specified Tranches of Incremental Term Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made and, in the case of prepayments of Term Loans of any Tranche, the application of such prepayments to the Scheduled Term Loan Repayments of such Tranche, which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) each prepayment of Loans shall be in an aggregate principal amount of at least $1,000,000 (or $100,000 in the case of Swingline Loans), and thereafter, in integral multiples of $100,000; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.08; (iv) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made by Lenders pursuant to a Borrowing shall be applied pro rata among all such Lenders’ Loans comprising such Borrowing, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans, such prepayment shall not be applied to the prepayment of Revolving Loans of a Defaulting Lender; (v) each voluntary prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied pro rata to the Tranche of Term Loans specified by the Borrower and (vi) the amount of each voluntary prepayment of Term Loans made pursuant to this Section 4.01(a) and applied to a particular Tranche of Term Loans as provided in the preceding clause (v) shall be applied to reduce the Scheduled Term Loan Repayments of such Tranche as directed by the Borrower in the notice referred to in preceding clause (i). The Borrower may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part from time to time, without premium or penalty; providedprovided that (1) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the prepayment, however, that each and (2) any such partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples 100,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding. Amounts prepaid on Existing Loans under this Section 2.3(a) Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be applied first to Revolving Loans, then to the Original Term Loans, due and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, payable on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)specified therein.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans in whole or in part from time to time, time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days’ prior written notice to the Agent and any prepayment of Eurodollar Loans will be subject to Section 4.3; (ii) each such partial prepayment of Revolving Loans shall be in a the minimum principal amount of $1,000,000 10,000,000 and integral multiples each such partial prepayment of Term Loans shall be in the minimum principal amount of $500,000 1,000,000; (iii) any voluntary prepayment of a Term Loan in excess thereofconnection with a Permitted Acquisition or capital expenditure shall cause the Revolving Committed Amount to be increased in the same dollar amount of such prepayment and shall be subject to Section 2.10(b); and (iv) any prepayment of the Term Loans shall be applied first to the Term Loan A2, second to the Term Loan A3 and thereafter to any additional term loans incurred pursuant to Section 2.1(b)(iii) hereof in the direct order in which such term loans were incurred. Amounts prepaid on Existing Loans Any prepayments made under this Section 2.3(a3.2(a) shall be applied first to Revolving LoansLIBOR Market Index Rate Loans in the direct order such Loans were incurred, then next to the Original Term Loans, Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities and shall be subject to Section 4.3. The increase in the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unlessRevolving Committed Amount pursuant to this clause (a) may, immediately prior to such prepayment, the sum upon request of the Existing Commitments are equal to Borrower, occur concurrently with the then outstanding principal amount prepayment of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full DCP Midstream Operating, LP Amended and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Restated Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).Agreement

Voluntary Prepayments. Except The Borrower may, upon written notice delivered to the Administrative Agent (i) not later than 1:00 P.M. (New York City time) on the same Business Day, in the case of a prepayment of ABR Loans and (ii) no later than 1:00 P.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as set forth belowmay be satisfactory to the Administrative Agent), in the Borrowers shall have case of a prepayment of SOFR Loans, stating the right aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part from time part, together with accrued interest to time, without premium or penaltythe date of such prepayment on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such partial prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, a notice of prepayment conditioned upon the occurrence of any event or condition may be contingent upon the consummation of such event or condition and may be revoked by the Borrower in the event such contingency is not met. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of SOFR Loans shall be in a minimum an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of SOFR Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of SOFR Loans may be made if, after giving effect thereto, Section 2.1(b) would be contravened. Partial prepayments with respect to ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $1,000,000 and or an integral multiples multiple of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(athereof and (ii) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments of the Original Term ABR Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are then outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which case may be allocated based upon letter agreements between Agent and individual Lenders)be.

Voluntary Prepayments. Except as set forth below, the The Borrowers shall have the right to prepay Loans the Term Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrowers shall give the Agent prior to 12:00 Noon (New York time) at its Notice Office (x) on the date that a prepayment of Base Rate Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers' intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers' intent to prepay Eurodollar Loans, without premium the amount of such prepayment and the Types of Term Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or penaltyBorrowings pursuant to which made, which notice the Agent shall promptly transmit to each of the Banks; provided(ii) each prepayment shall be in an aggregate principal amount of at least $50,000, however, provided that each such if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $200,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 3.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.11; (iv) each prepayment in respect of any Term Loans made pursuant to a minimum principal amount of $1,000,000 and integral multiples of $500,000 Borrowing shall, except as set forth in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(aclause (v) shall below, be applied first pro rata among such Term Loans; and (v) in the event of certain refusals by a Bank as provided in Section 13.12(b) to Revolving Loansconsent to certain proposed changes, then waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrowers may, upon 5 Business Days' written notice by an Authorized Representative of the Borrowers to the Original Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks) repay all Term Loans, together with accrued and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unlessunpaid interest, immediately prior Fees, and other amounts owing to such prepayment, Bank in accordance with said Section 13.12(b) so long as the sum of consents required by Section 13.12(b) in connection with the Existing Commitments are equal repayment pursuant to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans this clause (v) have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)obtained.

Voluntary Prepayments. Except Each Borrower may, at its option, prepay the Revolving Credit Loans or the Swing Line Loans, as set forth belowthe case may be, the Borrowers shall have the right without premium or penalty (but subject to prepay Loans Section 3.4), in whole full at any time or in part from time to timetime by delivering, without premium or, if such Borrower is a Subsidiary Borrower, causing the Parent Borrower, on behalf of such Borrower, to deliver, to the Administrative Agent an irrevocable written notice thereof at least one Business Day's prior to the proposed prepayment date, in the case of Revolving Credit Loans consisting of ABR Advances or penalty; providedSwing Line Loans, howeveras the case may be, that and at least three Core Currency Business Days prior to the proposed prepayment date, in the case of Revolving Credit Loans consisting of Eurodollar Advances or Core Currency Euro Advances, as the case may be, in each case specifying whether the Loans to be prepaid consist of Revolving Credit Loans or Swing Line Loans, and, in the case of Revolving Credit Loans, whether such Revolving Credit Loans consist of ABR Advances, Eurodollar Advances, Core Currency Euro Advances, or a combination thereof, the amount to be prepaid (stated in the applicable Currency), and the date of prepayment, whereupon the amount specified in such notice shall be due and payable on the date specified. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Each partial prepayment of Loans pursuant to this Section 2.6(a) shall be (i) in the case of Swing Line Loans, in a minimum principal amount of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof, (ii) in the case of ABR Advances and Eurodollar Advances, in a minimum amount of $1,000,000 and integral multiples or such amount plus a whole multiple of $500,000 1,000,000 in excess thereof, and (iii) in the case of Core Currency Euro Advances, in a minimum amount in the applicable Currency having an Alternate Currency Equivalent of approximately $1,000,000 or such amount plus an amount in the applicable Currency having an Alternate Currency Equivalent of a whole multiple of approximately $100,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(aExcept as otherwise permitted by Sections 2.6(b) shall be applied first to Revolving Loansor 3.7, then to the Original Term Loansno Borrower shall, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans or shall be permitted unless all obligations under to, prepay any Bid Loan without the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) consent of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Lender.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Revolving Loans, Swing Line Loans and Eurodollar Loans in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office at least one Business Day's, in the case of Revolving Loans or Swing Line Loans, or at least three Business Days', in the case of Eurodollar Loans, prior written notice (or telephonic notice confirmed promptly in writing, any such written notice confirmation being in the form of Exhibit D hereto) by 11:00 a.m. (New York City time) on such date of its intent to prepay such Loans, which notice shall be irrevocable, specifying the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid, which notice the Administrative Agent shall promptly transmit to each of the Banks, and which notice of prepayment having been given, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; (ii) each partial prepayment of any Swing Line Loan (or Revolving Loan made pursuant to Section 2.5(c)) shall be in an aggregate principal amount of at least $50,000,000 or, if greater, shall be in an integral multiple of $5,000,000 and each partial prepayment of all other Loans shall be in an aggregate principal amount of $100,000,000 or, if greater, shall be in an integral multiple of $5,000,000; provided that if a partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $100,000,000, such outstanding Loans shall be deemed to have been converted to Base Rate Loans on the date of such prepayment; and (iii) each prepayment by the Borrower in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. A Competitive Bid Loan may not be prepaid under this Section 5.1 in whole or in part without the.35 prior written consent of the Bank which made such Loan. Subject to Section 2.13, all prepayments shall be made without premium or penalty; provided, however, that each such partial prepayment . Upon receipt of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under this Section 2.3(a) shall be applied first to Revolving Loans, then to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination prepayment pursuant to this Section 5.1, the provisions of this section, then the Existing Commitments Administrative Agent shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) promptly notify each Bank of the then extant Letter contents thereof and of Credit Obligationseach Bank's ratable share, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit)if any, in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)prepayment.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans the Loans, without premium or penalty except as provided by law, in whole or in part part, at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Term Loans or Revolving Loans maintained as Base Rate Loans, without premium (y) same day prior written notice (or penalty; provided, however, that each such partial telephonic notice promptly confirmed in writing) of its intent to prepay Swingline Loans and (z) at least three Business Days' (or in the case of a prepayment of Eurodollar Loans at the end of the Interest Period therefor, one Business Day's) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment, the Types of Loans to be prepaid and, in a minimum the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall (except in the case of Swingline Loans) promptly transmit to each of the Lenders; (ii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 and 5,000,000 (or $50,000 in the case of Swingline Loans) and, in each case, if greater, in integral multiples of $500,000 100,000 (or $50,000 in excess thereof. Amounts prepaid on Existing the case of Swingline Loans) (or, in each case, such lesser amount of a Borrowing which is outstanding), PROVIDED that if any partial prepayment of Eurodollar Loans under made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 2.3(a4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (iv), the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be applied first deemed modified to reflect the changed Revolving LoansLoan Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (iv) have been obtained; (v) except as expressly provided in the preceding clause (iv), then each voluntary prepayment of Term Loans pursuant to this Section 4.01 shall be applied, subject to modification of such application as set forth in Section 4.02(o), to the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Tranche A Term Loans shall not be permitted unless, immediately prior to such prepayment, and the sum of the Existing Commitments are equal to Tranche B Term Loans on a PRO RATA basis (based upon the then outstanding principal amount of the Original Tranche A Term Loans and Tranche B Term Loans. All voluntary prepayments ); (vi) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among the Original Loans comprising such Borrowing; PROVIDED that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender; and (vii) each prepayment of principal of any Tranche of Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans PRO RATA based upon the then remaining principal installments thereof amounts of the Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto; PROVIDED that unless the Borrower notifies the Administrative Agent in writing that it does not desire that prepayments be applied as provided in this proviso, any such prepayment of the inverse respective Tranche of Term Loans shall first be applied in direct order of maturity thereof. No voluntary prepayments to those Scheduled Repayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans respective Tranche which are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as due within 24 months after the date of termination such prepayment (based upon the then remaining principal amounts of this Credit Agreement in such notice. In Scheduled Repayments after giving effect to all prior reductions thereto), with any excess amount of such prepayment to be applied to the event then remaining Scheduled Repayments of the termination respective Tranche of Term Loans on a PRO RATA basis as otherwise provided in this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including clause (avii) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)above.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment, whether such prepayment shall be applied to Term Loans or Revolving Credit Loans, and (in the case of Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York time) (i) at least one Business Day prior to the date of such prepayment in the case of Term Loans and Revolving Credit Loans maintained as ABR Loans and (ii) at least three Business Days prior to the date of such prepayment in the case of Term Loans and Revolving Loans maintained as Eurodollar Loans, without premium or penaltyand shall promptly be transmitted by the Administrative Agent to each of the Lenders; provided, however, that (b) each such partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a minimum multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 1,000,000, provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and integral multiples (c) any prepayment of $500,000 in excess thereof. Amounts prepaid on Existing Eurodollar Term Loans under or Eurodollar Revolving Credit Loans pursuant to this Section 2.3(a) 5.1 on any day other than the last day of an Interest Period applicable thereto shall be applied first subject to Revolving Loans, then to compliance by the Original Term Loans, and then to Borrower with the Term B Loansapplicable provisions of Section 2.11. Voluntary prepayments on the Original Each prepayment of Term Loans shall not be permitted unless, immediately prior pursuant to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans this Section 5.1 shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of reduce the Term B Loans shall be permitted unless all obligations under pro rata. At the Original Term Loans have been paid Borrower’s election in full and no Revolving Loans are outstanding. The Borrowers have the option, at connection with any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination prepayment pursuant to the provisions of this sectionSection 5.1, then the Existing Commitments such prepayment shall terminate and the Borrowers shall not be obligated applied to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of any Term Loan or Revolving Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Loan of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Lender.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to timetime on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 3:00 P.M. (Local Time) at the applicable Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 3:00 P.M. (Local Time) on such Business Day) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, without premium (ii) which notice (x) shall specify whether A Term Loans, B Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans or penaltySwingline Loans shall be prepaid, the amount of such prepayment, the Types of Loans to be prepaid and, in the case of Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and (y) the Administrative Agent shall promptly transmit to each of the Lenders; (iii) each partial prepayment shall be in an aggregate principal amount of at least $1,000,000 (taking the Dollar Equivalent of any amounts to be prepaid in an Alternate Currency) (or $250,000 in the case of Swingline Loans) or, in the case of Incremental Term Loans of a given Tranche, the minimum principal amount set forth in the Incremental Term Loan Commitment Agreement for such Tranche), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then (A) if such Borrowing is a Borrowing of Euro Rate Loans (other than Alternate Currency Incremental Term Loans), such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and any election of an Interest Period thereafter with respect thereto given by such Borrower shall have no force or effect, and (B) if such Borrowing is a Borrowing of Alternate Currency Incremental Term Loans under a given Tranche, the respective Incremental Term Loan Borrower shall cooperate with the Administrative Agent in selecting Interest Periods at the end of the then current Interest Period or Interest Periods so as to align such Borrowing with the Interest Period or Interest Periods applicable to one or more other Borrowings of such Tranche of Incremental Term Loans; (iv) each prepayment in respect of any Term Loans made pursuant to this Section 4.01(a) shall be allocated among the different Tranches of Term Loans or applied to a single Tranche of Term Loans in each case as Silgan shall specify in the respective notice of prepayment; provided, however, that if either Silgan fails to specify how such prepayment is to be allocated or a Default or an Event of Default exists at the time of the respective prepayment, such prepayment shall be allocated among the Tranches of Term Loans on a pro rata basis (with each Tranche of Term Loans to be allocated its Term Loan Percentage of the amount of such partial prepayment); (v) each prepayment of any Tranche of Term Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing Loans under pursuant to this Section 2.3(a4.01(a) shall be applied first (1) first, to Revolving Loans, then to the Original Term Loans, and then to reduce the Term B Loans. Voluntary prepayments on the Original Loan Scheduled Repayment of each such Tranche of Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum which is due on December 31 of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All year in which such prepayment is made (it being understood that any voluntary prepayments of the Original A Term Loans pursuant to this Section 4.01(a) which are made in 2005 or 2006 shall be applied to the A Term Loan Scheduled Repayment which is due on December 31, 2007), and (2) second, to the extent in excess thereof, to reduce the then remaining Term Loan Scheduled Repayments of each such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal installments thereof amounts of Term Loan Scheduled Repayments of each such Tranche of Term Loans after giving effect to all prior reductions thereto); and (vi) each prepayment in the inverse order respect of maturity thereof. No voluntary prepayments any Tranche of the Term B Loans pursuant to this Section 4.01(a) shall be permitted unless all obligations under applied pro rata among the Original Term Lenders with outstanding Loans have been paid of such Tranche, provided that at the respective Revolving Borrower's election in full and no connection with any prepayment of Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice pursuant to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing BankSection 4.01(a), in fullsuch prepayment shall not, together so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. A notice of prepayment of all outstanding Loans pursuant to this Section 4.01(a), delivered by a Borrower contemporaneously with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination of the Total Unutilized Revolving Loan Commitment pursuant to Section 3.02(a), may state that such notice is conditioned upon the provisions effectiveness of other credit facilities the proceeds of which will be used to refinance in full this sectionAgreement, then the Existing Commitments shall terminate and the Borrowers shall in which case such notice may be obligated to repay the Obligations revoked by such Borrower (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned notice to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, Administrative Agent on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time or prior to the Maturity Datespecified effective date) if such condition is not satisfied; provided, for however, any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in such revocation shall not affect any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages Borrower's obligations pursuant to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Section 1.11.

Voluntary Prepayments. Except as set forth below, the Borrowers (a) The Borrower shall have the right to prepay Loans the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 2:00 P.M. (New York time) at the Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Eurodollar Loans, without premium whether Revolving Loans, Swingline Loans or penaltyone or more specified Tranches of Incremental Term Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; provided, however, that (ii) each such partial prepayment of Loans shall be in a minimum an aggregate principal amount of at least $1,000,000 (or $100,000 in the case of Swingline Loans), and thereafter, in integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing 100,000, provided that if any partial prepayment of Eurodollar Loans under made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 2.3(a4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower's election in connection with any prepayment of Revolving Loans, such prepayment shall not be applied to the prepayment of Revolving Loans of a Defaulting Lender; (v) each voluntary prepayment of Incremental Term Loans pursuant to this Section 4.01(a) shall be applied first pro rata to Revolving Loans, then to the Original each Tranche of Incremental Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original with each such Tranche of Incremental Term Loans shall not to be permitted unless, immediately prior to allocated its Relevant Incremental Term Loan Percentage of such prepayment, repayment; and (vi) the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All each voluntary prepayments prepayment of the Original Incremental Term Loans made pursuant to this Section 4.01(a) and applied to a particular Tranche of Incremental Term Loans as provided in preceding clause (v) shall be applied (A) (1) first, to reduce the remaining principal installments thereof Scheduled Incremental Term Loan Repayments of the respective Tranche which will become due within twelve months after the date of such prepayment in the inverse direct order of maturity thereof. No voluntary prepayments of the dates of such Scheduled Incremental Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full Loan Repayments and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (902) days prior written notice to Agentsecond, to terminate this Credit Agreement by paying to Agent, the extent in cash, excess of the Obligations (including either (i) providing cash collateral amount required to be held by Agent applied as provided in an amount equal the preceding clause (1), to one hundred five percent (105%) reduce the then remaining Scheduled Incremental Term Loan Repayments of the respective Tranche on a pro rata basis (based on the then extant Letter remaining principal amounts of Credit Obligationssuch Scheduled Incremental Term Loan Repayments), or (iiB) causing as otherwise provided in the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination Incremental Term Loan Commitment Agreement pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligationswhich such Incremental Term Loans are made, or (iiC) causing in the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise case of any or all Tranche of Incremental Term Loans extended pursuant to more than one Incremental Term Loan Commitment Agreement, as may otherwise be provided in the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability first Incremental Term Loan Commitment Agreement executed and extreme difficulty of ascertaining the actual amount of damages delivered with respect to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Tranche.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Revolving Loans in whole or in part part, without penalty or fee except as otherwise provided in this Agreement, at any time and from time to time, without premium time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Notice Office written notice (or penalty; provided, however, that telephonic notice promptly confirmed in writing) (each such notice, a "Notice of Prepayment") of its intent to prepay the Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Eurodollar Loans were made, which Notice of Prepayment shall be substantially in the form of Exhibit A-3 and shall be given by the Borrower prior to 12:00 Noon (New York time) at least three Business Days prior to the date of such prepayment, which Notice of Prepayment shall promptly be transmitted by the Administrative Agent to each of the Banks; (ii) each partial prepayment of any Borrowing of Base Rate Loans shall be in a minimum an aggregate principal amount of at least $1,000,000 and integral multiples of any Borrowing of Eurodollar Loans shall be in an aggregate principal amount of at least $500,000 5,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of Eurodollar Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in excess thereof. Amounts prepaid on Existing respect of any Revolving Loans under this Section 2.3(a) made pursuant to a Borrowing shall be applied first to pro rata among such Revolving Loans, then to the Original Term Loans, ; and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding principal amount of the Original Term Loans. All voluntary prepayments of the Original Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this section, then the Existing Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all Eurodollar Loans may be designated for prepayment pursuant to this Section 4.01 only on the last day of the Obligations by Interest Period applicable thereto. The Borrower shall not have the confirmation of a plan of reorganization or right to voluntarily prepay any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Competitive Bid Loans.

Voluntary Prepayments. Except as set forth below, the Borrowers The Borrower shall have the right to prepay Loans in whole or in part from time to timepart, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice may be given prior to 1:00 P.M. on the date of prepayment) and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly be transmitted by the Agent to each of the Banks; provided, however, that (ii) each such partial prepayment of Loans any Borrowing shall be in a minimum an aggregate principal amount of at least $1,000,000 and 500,000 and, if greater in an integral multiples multiple of $500,000 100,000, provided that (x) Swingline Loans may be prepaid in excess thereof. Amounts prepaid on Existing an aggregate amount of at least $250,000 and (y) no partial prepayment of Eurodollar Loans under this Section 2.3(a) made pursuant to a Borrowing shall be applied first to Revolving Loans, then to reduce the Original Term Loans, and then to the Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, immediately prior to such prepayment, the sum of the Existing Commitments are equal to the then outstanding aggregate principal amount of the Original Term Loans. All voluntary prepayments Eurodollar Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Original Term Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied to PRO RATA among such Loans, provided, that at the remaining principal installments thereof Borrower's election in the inverse order connection with any prepayment of maturity thereof. No voluntary prepayments of the Term B Loans shall be permitted unless all obligations under the Original Term Loans have been paid in full and no Revolving Loans are outstanding. The Borrowers have the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrowers have sent a notice of termination pursuant to the provisions of this sectionSection 4.01, then the Existing Commitments such prepayment shall terminate and the Borrowers shall not be obligated applied to repay the Obligations (including either (i) providing cash collateral to be held by the Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation Revolving Loans of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders, the Borrowers, jointly and severally, shall pay the Applicable Prepayment Premium to the Agent (which may be allocated based upon letter agreements between Agent and individual Lenders)Defaulting Bank.