Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of 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; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;

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

Voluntary Prepayments. (a) The Borrower Except as set forth below, the Borrowers shall have the right to prepay the LoansLoans in whole or in part from time to time, without premium or penalty; provided, 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 however, that each such partial prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the in a minimum principal amount of such prepayment $1,000,000 and the Types integral multiples of $500,000 in excess thereof. Amounts prepaid on Existing 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; (ii) (x) each partial prepayment of Revolving Loans pursuant to under this Section 5.01(a2.3(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable applied first to Revolving Loans, then to the Administrative Agent) Original Term Loans, and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable then to the Administrative Agent in any given case)Term B Loans. Voluntary prepayments on the Original Term Loans shall not be permitted unless, provided that if any partial prepayment immediately prior to such prepayment, the sum of Euro Rate Loans made pursuant the Existing Commitments are equal to any Borrowing shall reduce the then outstanding principal amount of Euro Rate the Original Term Loans. All voluntary prepayments of the Original Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at to the Borrower’s election remaining principal installments thereof in connection with any prepayment 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 5.01(asection, 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 prepayment shall notnotice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, so long as no Default or for any other reason, including (a) termination after the occurrence of an Event of Default then existsDefault, be applied to (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Revolving Loan insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a Defaulting Lender;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. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part may at any time and from time to time on prepay the following terms and conditions: (i) Loans, in whole or in part, in each case, without premium or penalty, subject to the Borrower shall give requirements of Section 5.1, upon irrevocable notice delivered to the Administrative Agent prior to not later than 12:00 Noon (New York City time) at the Notice Office three (x3) at least one Business Day’s Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid andthereto, in the case of Euro 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 specific Borrowing or Borrowings case of Alternate Currency Loans, which notice shall be in the form of Exhibit O; provided that if a Fixed Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to which Section 2.12; provided further that if such Euro Rate Loans were madenotice 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), and which 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 shallshall 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 a prepayment of Revolving Loans that are Base Rate Loans and Swingline Loans, promptly transmit 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 each such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 5.1(b), if any, and accrued interest. Partial prepayments of the Lenders; (ii) (x) each partial prepayment of Revolving Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 1,000,000 and (z) each partial prepayment integral multiples of Swingline $1,000,000 in excess of that amount. Partial prepayments of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent 250,000 and integral multiples of $100,000 in any given case), provided excess of that if any partial prepayment amount. Partial prepayments of Euro Rate Swingline Loans made pursuant to any Borrowing shall reduce the outstanding be in an aggregate principal amount of Euro 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 $250,000 and in integral multiples of Euro Rate Loans (and same shall automatically be converted into a Borrowing $100,000 in excess of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;amount.

Voluntary Prepayments. (a) The Borrower shall have may, upon written notice delivered to the right to prepay the Loans, without premium or penaltyAdministrative Agent (and, in whole or in part at any time and from time to time on the following terms and conditions: case of prepayment of a Swingline Loan, the Swingline Lender) (i) not later than 11:00 A.M. (New York City time) on the Borrower shall give 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 prior to Agent), in the case of a prepayment of Eurodollar Rate Loans, and (iii) not later than 12:00 Noon (New York City time) at on the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) date of its intent to prepay Base Rate Loans (or same day notice prepayment, in the case of a prepayment of a Swingline Loans) Loan, stating the aggregate principal amount of the prepayment and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent the Loans to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, prepay the amount outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment and on the Types of Loans 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 prepaid and, payable with respect to each such prepayment in the case of Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which manner set forth in Section 3.7. Any 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; (ii) (x) each partial prepayment of Revolving Loans provided pursuant to this Section 5.01(a) 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 an aggregate principal amount equal to the lesser of at least (a) $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) an integral multiple of $1,000,000 in excess thereof and (zb) each 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 pursuant to this Section 5.01(aLoans) shall be made in an aggregate principal amount equal to the lesser of at least (i) $1,000,000 or an integral multiple of $500,000 in excess thereof and (or such lesser amount as is acceptable to ii) the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding aggregate principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of ABR Revolving Loans pursuant to this Section 5.01(a)then outstanding, 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;the case may be.

Voluntary Prepayments. (a) The Borrower shall have may, upon written notice delivered to the right to prepay the Loans, without premium or penaltyAdministrative Agent (and, in whole or in part at any time and from time to time on the following terms and conditions: case of prepayment of a Swingline Loan, the Swingline Lender) (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon not later than 1:00 P.M. (New York City time) at on the Notice Office (x) at least one same Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice , in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether ABR Revolving Loans or Swingline Loans shall 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 prepaid, the amount of such prepayment and the Types of Loans satisfactory 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 shallAgent), except in the case of a prepayment of Swingline SOFR Loans, promptly transmit stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid 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 of such prepayment in the Lenders; (ii) (x) each partial prepayment of Revolving Loans manner set forth in Section 3.7. Any such notice provided pursuant to this Section 5.01(a) 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 an aggregate principal amount equal to the lesser of at least (a) $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) an integral multiple of $1,000,000 in excess thereof and (zb) each 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 pursuant to this Section 5.01(athat are ABR Loans) shall be made in an aggregate principal amount equal to the lesser of at least (i) $1,000,000 or an integral multiple of $500,000 in excess thereof and (or such lesser amount as is acceptable to ii) the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding aggregate principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of ABR Revolving Loans pursuant to this Section 5.01(a)then outstanding, 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;the case may be.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's 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 their intent to prepay Euro Rate Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types Type of Loans to be prepaid and, in the case of Euro Rate Eurodollar 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, shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $100,000 in the Administrative Agent in any given casecase of Swingline Loans), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or 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 pro rata among such Revolving Loans, provided that at the Borrower’s Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any the prepayment of Revolving Loan Loans of a Defaulting Lender;.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans, without premium or penaltypenalty (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 prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Term Loans, whether such Term Loans (are Initial Term Loans or same day notice in the case Incremental Term Loans of a prepayment given Tranche, the amount of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent the Term Loans to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Term Loans to be prepaid repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Euro LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except 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 a 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 Swingline LoansLIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), Agent; provided that if any partial prepayment of Euro LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing may not be continued as is a Borrowing of Euro LIBO Rate Loans (and same Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Borrower or Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any an Extension Amendment; and (iv) each prepayment of Revolving principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Lead Borrower in the applicable notice of prepayment delivered pursuant to Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such prepayment shall not, so long as no Default notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or Event of Default then exists, be applied prior to any Revolving Loan of a Defaulting Lender;the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Borrower Agent 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 Agent shall give the Administrative Agent at the Notice Office prior to 12:00 Noon (A) 11:00 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 ABR Loans (or same day notice in the case of a prepayment of Swingline Loans) and (yB) 3:00 P.M. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro BSBY Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro BSBY Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro BSBY Rate Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $5,000,000 1,000,000 and integral multiples of $500,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), ; provided that if any partial prepayment of Euro BSBY Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro BSBY 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 Euro BSBY Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate ABR Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower Agent shall have no force or effect; and (iii) subject to Section 2.14, each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower’s election in connection with any . Any prepayment of Revolving Loans pursuant a BSBY Rate Loan on a date other than the last Business Day of the then current Interest Period with respect thereto shall be subject to this Section 5.01(a2.03(g), 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;.

Voluntary Prepayments. (a) The Borrower shall have the right to may, in its sole and absolute discretion, prepay the Revolving Credit Loans, Competitive Bid Loans or Swing Line Loans, in whole or in part, without premium or penalty, in whole or in part but subject to Section 3.5, at any time and from time to time on the following terms and conditions: (i) the Borrower shall give time, by notifying the Administrative Agent prior (which notice shall be in a form reasonably acceptable to 12:00 Noon (New York City time) at the Notice Office (xAdministrative Agent) at least one two Domestic 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 Days, in the case of a prepayment of Swingline Loans) and (y) at least three Term SOFR Advances, two Domestic Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of 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 Competitive Bid Loans, promptly transmit or one Domestic Business Day, in the case of a prepayment of Swing Line Loans or ABR Advances, prior to each of the Lenders; proposed prepayment date specifying (i) the Loans to be prepaid, (ii) the amount to be prepaid, and (xiii) the date of prepayment. Upon receipt of each partial prepayment of Revolving Loans such notice, the Administrative Agent shall promptly notify each Lender thereof. Each such notice given by the Borrower pursuant to this Section 5.01(a) 2.7 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)irrevocable, provided that that, if any partial a notice of prepayment is given in connection with a conditional notice of Euro Rate Loans made pursuant to any Borrowing shall reduce termination of the outstanding principal amount Commitments, the Swing Line Commitment and the Letter of Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoCredit Commitment as contemplated by Section 2.6, then such Borrowing notice of prepayment may not be continued as a Borrowing revoked if such notice of Euro Rate Loans (termination is revoked in accordance with Section 2.6, and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each indemnify the Lenders in accordance with Section 3.5, if applicable. Each partial prepayment pursuant to under this Section 5.01(a2.7 shall be (A) in respect the case of any Loans made pursuant to Term SOFR Advances, in a Borrowing shall be applied pro rata among such minimum 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 or an integral multiple of $100,000 in excess thereof or the entire remaining amount of ABR Advances, (C) in the case of Swing Line Loans, provided that at in a minimum amount of $500,000 or an integral multiple of $100,000 in excess thereof or the Borrower’s election entire remaining amount of Swing Line Loans, and (D) in connection with any prepayment the case of Revolving Loans pursuant to this Section 5.01(a)Competitive Bid Loans, such prepayment shall not, so long as no Default in a minimum amount of $5,000,000 or Event an integral multiple of Default then exists, be applied to any Revolving Loan $1,000,000 in excess thereof or the entire remaining amount of a Defaulting Lender;Competitive Bid Loans.

Voluntary Prepayments. (a) The Each Borrower shall have the right to prepay the LoansLoans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon 1:00 P.M. (New York City time) at the Notice Office (xA) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 250,000 (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 (zy) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), ; provided that if any partial prepayment of Euro Rate LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate 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 or 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 pro rata among such Revolving 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;. Any such notice of prepayment delivered in connection with a refinancing of all or part of this Agreement or any other transaction may be, if so expressly stated to be, conditional upon the consummation of such refinancing or other transaction and may be revoked by the Borrowers in the event such refinancing or other transaction is not consummated.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay Loans in whole or in part from time to time 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, HOWEVER, that (i) each partial prepayment of Loans (other than Swingline Loans) shall be in a minimum principal amount of $2,000,000 (or $500,000 in the case of Revolving Loans) and integral multiples of $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. Subject to the foregoing terms, amounts prepaid under this Section 3.3(a) shall be applied as the Borrower may elect; PROVIDED that if the Borrower shall fail to specify with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to Revolving Loans and then ratably to the Tranche A Term Loan 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, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar 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; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate accompanied by interest on the principal amount prepaid through the date of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;prepayment.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans, without premium or penaltypenalty (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 prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Term Loans, whether such Term Loans (are Initial Term Loans or same day notice in the case Incremental Term Loans of a prepayment given Tranche, the amount of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent the Term Loans to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Term Loans to be prepaid repaid, and, in the case of Euro LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except 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 a 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 Swingline LoansLIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), Agent; provided that if any partial prepayment of Euro LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing may not be continued as is a Borrowing of Euro LIBO Rate Loans (and same Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Borrower or Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any an Extension Amendment; and (iv) each prepayment of Revolving principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Lead Borrower in the applicable notice of prepayment delivered pursuant to Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such prepayment shall not, so long as no Default notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or Event of Default then exists, be applied prior to any Revolving Loan of a Defaulting Lender;the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansLoans made to it, in whole or in part, without premium or penalty, except as otherwise provided in whole or in part at any time and this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York 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 such Loans pursuant to this Section 4.01(a), whether such Loans are Term Loans or Revolving Loans, the amount of such prepayment and (or same day notice in the case of a prepayment of Swingline 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’ Days prior written notice (or telephonic notice promptly confirmed to the date of such prepayment in writing) the case of its intent to prepay Euro Rate Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall promptly 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 transmitted by the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of (A) at least $5,000,000 (or such lesser amount as is acceptable to in any multiple of $1,000,000 in excess thereof in the Administrative Agent) case of Eurodollar Loans and (zB) each at least $500,000 or any multiple of $100,000 in excess thereof in the case of Base Rate Loans; provided, that no partial prepayment of Swingline Eurodollar Loans made pursuant to this Section 5.01(a) a Borrowing shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender;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 to reduce the then remaining Scheduled Repayments in inverse order of maturity.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Administrative Agent's Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro Rate Eurodollar Term Loans and Eurodollar Revolving Credit Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except Borrower no later than (i) in the case of a prepayment Term Loans or Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment and shall promptly transmit be transmitted by the Administrative Agent to each of the LendersLenders or Chase, as the case may be; (ii) (xb) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount a multiple of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 100,000 and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount as is acceptable to the Administrative Agent in any given case)of at least $100,000, provided that if any no partial prepayment of Euro Rate Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (c) any prepayment of Euro Rate Eurodollar Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower or Borrower shall have no force or effect; (iii) each with the applicable provisions of Section 2.11. Each prepayment of Term Loans pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing 5.1 shall be applied pro rata among to reduce the Repayment Amounts in such Loans, provided that at order as the Borrower may determine. At the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender;.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansTerm Loans of any Tranche, without premium or penaltypenalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (all of the Term Loans, or same day notice in the case of a prepayment any partial prepayment, the Tranche of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent Term Loans to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Term Loans to be prepaid, the Types of Term Loans to be prepaid repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Euro LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except 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 a 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 Swingline LoansLIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), Agent; provided that if any partial prepayment of Euro LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing may not be continued as is a Borrowing of Euro LIBO Rate Loans (and same Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any an Extension Amendment; and (iv) each prepayment of Revolving principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such prepayment shall not, so long as no Default notice may be revoked by the Borrower (by written notice to the Administrative Agent on or Event of Default then exists, be applied prior to any Revolving Loan of a Defaulting Lender;the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (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 Eurodollar Loans, which notice (in each case) shall specify whether B-1 Term Loans, B-2 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 Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 500,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate LoansLoans at the end of the 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 or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as 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 amount of each such Scheduled Term Loan Repayment after giving effect to all prior reductions thereto). Notwithstanding anything to the contrary contained herein, voluntary prepayments of Term Loans may not be made on or prior to the 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 irrevocable; provided that a notice of the prepayment in full of all Loans pursuant to Section 5.01(a), given in conjunction with a notice of the termination of the Total Revolving Loan Commitment pursuant to Section 4.02(a), or a notice of prepayment of Term 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 Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, in whole or in part, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City timeand the Swingline Lender, in the case of Swingline Loans) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether such Loans are Revolving Loans or Swingline Loans shall be prepaidLoans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro Rate Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Euro Rate Loans were prepayment is made, and which notice shall be substantially in the form of Exhibit I hereto and received by the Administrative Agent shall, except by 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment or in the case of a prepayment of Swingline Eurodollar Loans, promptly transmit three Business Days prior to each the date of the Lenderssuch prepayment; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $5,000,000 (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 shall include accrued interest to such lesser date on the amount as is acceptable to the Administrative Agent) and (z) each prepaid, provided that no partial prepayment of Swingline Eurodollar Loans made pursuant to this Section 5.01(a) a Borrowing shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 1.14 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 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;

Voluntary Prepayments. Company may, upon written or telephonic notice to Administrative Agent on or prior to 1:00 P.M. (aNew York City time) The Borrower shall have on the right to prepay date of prepayment, in the case of Base Rate Loans, without premium and on or penaltyprior to 1:00 P.M. (New York City time) on the day three Business Days prior to such prepayment, in whole or the case of Eurodollar Rate Loans, in part 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 in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; provided, however, that a Eurodollar Rate Loan may only be prepaid on the following terms and conditions: (i) expiration 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 (Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Loans, the specific Borrowing or Borrowings conversion 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; (ii) (x) each partial prepayment of Revolving Loans subsection 2.6D. All written notices delivered pursuant to this Section 5.01(asubsection 2.4B(i) shall be in an aggregate the form of a Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) shall be irrevocable, and once given as aforesaid, the principal amount of at least $5,000,000 the 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 repayment in full of all Obligations under this Agreement (or such lesser amount as is acceptable to including the Administrative Agent) and (z) each partial prepayment cash collateralization of Swingline Loans pursuant to this Section 5.01(a) shall be all Letters of Credit in an aggregate principal amount equal to 105% of at least $1,000,000 (or such lesser the maximum amount as is acceptable to the Administrative Agent in any given casewhich may be drawn thereunder), provided that if any partial such repayment may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. Any such voluntary prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election as specified in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(asubsection 2.4B(iv), 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;.

Voluntary Prepayments. (a) The Borrower shall have may, upon written notice delivered to the right to prepay the Loans, without premium or penaltyAdministrative Agent (and, in whole or in part at any time and from time to time on the following terms and conditions: case of prepayment of a Swingline Loan, the Swingline Lender) (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon not later than 1:00 P.M. (New York City time) at on the Notice Office (x) at least one same 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 ABR Revolving Loans, (ii) and no later than 1:00 P.M. (yNew York City time) at least three two (2) Business Days’ prior written notice Days before the date of prepayment (or telephonic such shorter or no notice promptly confirmed in writing) of its intent as may be satisfactory to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice the Administrative Agent shallAgent), except in the case of a prepayment of Swingline Eurodollar Rate Loans, promptly transmit 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, together with accrued interest to the 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 of such prepayment in the Lenders; (ii) (x) each partial prepayment of Revolving Loans manner set forth in Section 3.7. Any such notice provided pursuant to this Section 5.01(a) 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 an aggregate principal amount equal to the lesser of at least (a) $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) an integral multiple of $1,000,000 in excess thereof and (zb) each 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 pursuant to this Section 5.01(aLoans) shall be made in an aggregate principal amount equal to the lesser of at least (i) $1,000,000 or an integral multiple of $500,000 in excess thereof and (or such lesser amount as is acceptable to ii) the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding aggregate principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of ABR Revolving Loans pursuant to this Section 5.01(a)then outstanding, 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;the case may be.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansTerm Loans of any Tranche, without premium or penaltypenalty (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 the Notice Office least three (x3) at least one Business Day’s prior written notice Days (or telephonic notice promptly confirmed such later period as the Administrative Agent may agree to in writingits sole and absolute discretion) prior to the date of its intent to prepay Base Rate Loans (or same day notice such prepayment in the case of a prepayment of Swingline Loans) and LIBO Rate Loans (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid andor, in the case of Euro Rate Loansclauses (x) and (y), the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shorter period as the Administrative Agent shallshall agree in its sole and absolute discretion), except in and be promptly transmitted by the case of a prepayment of Swingline Loans, promptly transmit Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), Agent; provided that if any partial prepayment of Euro LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing may not be continued as is a Borrowing of Euro LIBO Rate Loans (and same Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Loans and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any an Extension Amendment; and (iv) each prepayment of Revolving principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such prepayment shall not, so long as no Default notice may be revoked by the Borrower (by written notice to the Administrative Agent on or Event of Default then exists, be applied prior to any Revolving Loan of a Defaulting Lender;the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Each Borrower shall have the right to prepay the Loansany 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) the such Borrower shall give the Administrative Agent prior to 12:00 Noon 11:00 A.M. (New York City time) at the its Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) IBOR 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 LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid prepaid, and, in the case of Euro Fixed 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, shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)100,000, provided that if any partial prepayment of Euro Fixed Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Fixed Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto$500,000, then such Borrowing may not be continued as a Borrowing of Euro Fixed Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment prepayments of Fixed Rate Loans made pursuant to this Section 5.01(a3.01 may only be made on the last day of an Interest Period applicable thereto; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata 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;.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans, without 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 at any time and from time to time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Administrative Agent’s Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Euro Rate Loans were made, and which notice shall be in the Administrative Agent shall, except 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 a 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), and, in each case, the Administrative Agent shall promptly transmit to notify each of the Lenders; relevant Lenders or the relevant Swingline Lender, as the case may be, (ii) (x2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount a multiple of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 500,000 and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any and each partial prepayment of Euro Rate Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for Eurodollar Loans and (3) any prepayment of Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower or Borrower with the applicable provisions of Section 2.11. Each such notice shall have no force or effect; (iiispecify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were 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 and/or a pro rata basis among such Loans, provided that at Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender;.

Voluntary Prepayments. (a) The Borrower shall have may, upon written notice delivered to 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: Administrative Agent (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon not later than 1:00 P.M. (New York City time) at on the Notice Office (x) at least one same 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) ABR Revolving Loans and (yii) at least three no later than 1:00 P.M. (New York City time) two (2) Business Days’ prior written notice Days before the date of prepayment (or telephonic such shorter or no notice promptly confirmed in writing) of its intent as may be satisfactory to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice the Administrative Agent shallAgent), except in the case of a prepayment of Swingline Eurodollar Rate Loans, promptly transmit stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid 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 of such prepayment in the Lenders; (ii) (x) each partial prepayment of Revolving Loans manner set forth in Section 3.7. Any such notice provided pursuant to this Section 5.01(a) 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 an aggregate principal amount equal to the lesser of at least (a) $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) an integral multiple of $1,000,000 in excess thereof and (zb) each the aggregate principal amount of such Tranche of Eurodollar Rate Loans then outstanding, as the case may be; provided that no partial prepayment of Swingline any Tranche of Eurodollar Rate Loans pursuant may be made if, after giving effect thereto, Section 2.1(b) would be contravened. Partial prepayments with respect to this Section 5.01(a) ABR Revolving Loans shall be made in an aggregate principal amount equal to the lesser of at least (i) $1,000,000 or an integral multiple of $500,000 in excess thereof and (or such lesser amount as is acceptable to ii) the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding aggregate principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of ABR Revolving Loans pursuant to this Section 5.01(a)then outstanding, 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;the case may be.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Loans, without premium or penaltysubject, in the case of Term Loans, to the Prepayment Premium, if applicable, in whole or in part at any time and from time to time on the following terms and conditions: (ii)(A) in the case of Term Loans, the Term Borrower shall give the Administrative Agent Agents prior to 12:00 Noon 10:00 A.M. (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Eurodollar Loans, which notice (in each case) may be conditioned on the occurrence of a specified transaction and revoked if such transaction does not occur and shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment of Term Loans and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, shall promptly transmit to each of the LendersLenders and (B) no notice shall be required with respect to the repayment of Revolving Loans provided that prepayment of a Revolving Loan may only be made on Wednesday of each calendar week; (ii) (x) each partial prepayment of Revolving Term Loans pursuant to this Section 5.01(a) 6.01 shall be in an aggregate principal amount of at least $5,000,000 250,000 (or such lesser amount as is acceptable to the Administrative Agent) Agents in any given case), and (zy) each partial prepayment of Swingline Revolving Loans pursuant to this Section 5.01(a) 6.01 shall be in an aggregate principal amount of at least $1,000,000 250,000 (or, if the total outstanding amount of Revolving Loans then outstanding is less than $250,000, such lesser amount) (or other such lesser amount as is acceptable to the Administrative Agent in any given caseAgents), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or a Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) 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 5.01(a)6.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;; (iv) each voluntary prepayment of 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 Scheduled Repayments of the Term Loans as directed by the Term Borrower, (vi) the Term Borrower shall not prepay Term Loans with the proceeds of any Revolving Loans and (vii) the Availability after giving effect to such prepayment shall not be less than $2,000,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansLoans in whole or in part, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Payment Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro Rate 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 Euro prepayment with respect to Base Rate Loans were madeand three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, and which notice shall promptly be transmitted by the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each 500,000 and, if greater in an integral multiple of $100,000, provided that no partial prepayment of Swingline Eurodollar Loans made pursuant to this Section 5.01(a) a Borrowing shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment Eurodollar Loans may only be prepaid pursuant to this Section 5.01(a4.01 on the last day of the Interest Period applicable thereto, unless prior prepayment is accompanied by all breakage costs owing pursuant to Section 1.11 in connection therewith; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied distributed pro rata among the Lenders which made such Loans, provided that that, at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender;.

Voluntary Prepayments. (a) The Each Borrower shall have the right to prepay the LoansRevolving Loans made to it in whole or in part, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Payment Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Revolving Loans, the amount of such prepayment, the currency in which such Loans are denominated and the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by such Borrower (or same day notice 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 a prepayment of Swingline Loans) Base Rate Loans and (y) at least three Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount date of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall promptly be transmitted by the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (1,000,000, or such lesser amount as is acceptable to the Administrative Agent) and (z) each Dollar Equivalent thereof, provided that no partial prepayment of Swingline any Revolving Loans pursuant to this Section 5.01(a) shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Revolving Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower’s election in connection with any prepayment ; and (iv) prepayments of Revolving Eurodollar Loans made pursuant to this Section 5.01(a), 4.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 1.12 as a result of such prepayment are made. No Borrower shall not, so long as no Default or Event have the right under this Section 4.01 to prepay any principal amount of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;Competitive Bid Loans.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (xA) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given caseAgent), ; provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(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 ; and (iv) each prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a) shall reduce the then remaining Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments after giving effect to all prior reductions thereto), 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;.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansTerm Loans of a given Tranche, without premium or penaltypenalty (other than as provided in Section 5.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Term Loans (or same day notice in the case of a prepayment given Tranche, the amount of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent the Term Loans to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Term Loans to be prepaid repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Euro LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except 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 a 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 Swingline LoansLIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)Agent, provided that if any partial prepayment of Euro LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing may not be continued as is a Borrowing of Euro LIBO Rate Loans (and same Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (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, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any an Extension Amendment; and (iv) each prepayment of Revolving principal of Initial Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to this 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 contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a), if such prepayment shall not, so long as no Default or Event would have resulted in a refinancing of Default then exists, be applied to any Revolving Loan all of the Term Loans and Commitments of a Defaulting Lender;given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Each Borrower shall have the right to prepay the LoansLoans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Facility Agent (with a copy to the Administrative Agent Agent) prior to 12:00 Noon (New York City London time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (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, Loans which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Loans, and the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice the Administrative Facility Agent shall, except in the case of a prepayment of Swingline Loans, shall promptly transmit to each of the LendersLenders (with a copy to the Administrative Agent), provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02(a), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02(a); (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 the Minimum Borrowing Amount applicable to the Type of Loans being repaid (or such lesser amount as is acceptable to the Administrative Agent); (iii) and 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 (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable and, to the Administrative Agent extent such Borrowings would remain outstanding in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Loans made pursuant to such Borrowing to an amount amounts which are less than the Minimum Borrowing Amount applicable thereto, such Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loanscurrent Interest Period) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iiiiv) 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 such Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or and no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;Lender unless and until the outstanding balance of the Loans of all Non-Defaulting Lenders equals such Non-Defaulting Lenders’ Percentage of such outstanding Loans.

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

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (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 Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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; Lenders and (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $5,000,000 1.0 million (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $1,000,000 250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; effect and (iii) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any 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)5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the its Term Loans, without premium or penaltysubject to clause (b) below, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Administrative Agent’s Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro Rate LIBOR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except Borrower no later than 12:00 noon (New York City time) (i) in the case of a prepayment of Swingline LIBOR Loans, three 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 transmit be transmitted by the Administrative Agent to each of the Lenders; (ii) (xb) each partial prepayment of Revolving (i) any Borrowing of LIBOR Loans pursuant to this Section 5.01(a) shall be in an aggregate principal a minimum amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and in multiples of $1,000,000 in excess thereof and (zii) each any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate LIBOR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Euro Rate LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto, then for such Borrowing may not be continued as a Borrowing of Euro Rate LIBOR Loans and (and same shall automatically be converted into a Borrowing of Base Rate Loansc) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving LIBOR Loans pursuant to this Section 5.01(a5.1 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 pro rata to the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the New Term Loans based on the applicable remaining Repayment Amounts due thereunder and (b) subject to the preceding subclause (a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to reduce Tranche X-0 Xxxxxxxxx Xxxxxxx, Xxxxxxx X-0 Repayment Amounts and/or any Revolving New Term Loan of a Defaulting Lender;Repayment Amounts, as the case may be, in such order as the Borrower may specify.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penaltypenalty (except for amounts payable pursuant to Section 1.12), in whole or in part at any time and part, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving such Loans are Term Loans or Swingline Loans shall be prepaidRevolving Loans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro Rate Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Euro Rate Loans were prepayment is made, and which notice shall be received by the Administrative Agent shall, except (x) in the case of a prepayment of Swingline Base Rate Loans, no later than 12:00 Noon (New York time) one Business Day prior to the date of such prepayment, or (y) in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment, which notice shall promptly transmit be transmitted by the Administrative Agent to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each 1,000,000, provided that no partial prepayment of Swingline Eurodollar Loans made pursuant to this Section 5.01(a) a Borrowing shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect$1,000,000; (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 ; and (iv) each prepayment of Revolving Term Loans pursuant to this Section 5.01(a), such prepayment 3.02 shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan reduce the then remaining Scheduled Repayments either in inverse order of maturity or on a Defaulting Lender;pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment), in each case as the Borrower may direct in its sole discretion.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and part, without penalty or premium except as otherwise provided in this Agreement from time to time on the following terms and conditions: (i) the Borrower shall give provide written notice to the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether such Loans are Existing Loans, Revolving Loans or Swingline Loans shall be prepaidLoans, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant Loans to which such Euro Rate Loans were prepayment is to be made, and which notice shall be provided prior to 12:00 noon (Boston, Massachusetts time) (x) at least one (1) Business Day prior to the Administrative Agent shall, except date of such prepayment in the case of a Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans, promptly transmit Loans and (z) at least three (3) Business Days prior to each the date of such prepayment in the Lenders; case of Eurodollar Loans and (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least ONE MILLION AND NO/100 DOLLARS ($5,000,000 1,000,000.00)(or ONE HUNDRED THOUSAND AND NO/100 DOLLARS (or such lesser amount as is acceptable to $100,000.00) in the Administrative Agent) and (z) each case of Swingline Loans); provided, that no partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing Eurodollar Loan shall reduce the remaining aggregate outstanding principal amount of Euro Rate Loans made pursuant to such Borrowing Eurodollar Loan to an amount which is less than the Minimum Borrowing Amount minimum borrowing amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate under this Agreement for Eurodollar Loans) and any election of an Interest Period . Except with respect thereto given to prepayments of Swingline Loans, the Administrative Agent shall promptly notify each Lender of any such intended prepayment. Upon receipt by the Borrower or Borrower shall have no force or effect; (iii) each Administrative Agent, any such prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loansthe Loans of each of the Lenders; provided, provided however, that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender;, until such time as the proportion that such Lender's Unused Commitment bears to the Total Commitment Amount is equal to the proportion that such Lender's Commitment bears to the Total Commitment Amount.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansLoans 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 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 Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given caseAgent); provided, provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto$1,000,000, then such Borrowing may not be continued as a Borrowing of Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; effect and (iii) each prepayment pursuant to this Section 5.01(a4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such the Loans, provided that at . Each notice delivered by the Borrower’s election in connection with any prepayment of Revolving Loans Borrower pursuant to this Section 5.01(a)4.01(a) shall be irrevocable; provided, that a notice of prepayment of all Loans then outstanding may state that such prepayment shall not, so long as no Default notice is conditioned upon the receipt of proceeds from the incurrence or Event issuance of Default then exists, be applied to any Revolving Loan Indebtedness or equity interests or the effectiveness of a Defaulting Lender;other credit facilities.

Voluntary Prepayments. Company 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. (aNew York City time) The Borrower shall have on the right to prepay the Loansdate of prepayment, without premium or penalty, in whole or in part at any time and from time to time prepay any Swing Line Loan on the following terms any Business Day in whole or in part in an aggregate minimum amount of $500,000 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 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) writing by delivery of its intent to prepay Base Rate Loans (or same day notice a Notice of Prepayment, in the case of a prepayment of Swingline Base Rate Loans) , and (y) at least three Business Days’ prior written notice (by delivery of a Notice of Prepayment or telephonic notice promptly confirmed in writing) writing by delivery of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount a Notice of such prepayment and the Types of Loans to be prepaid andPrepayment, in the case of Euro Eurodollar Rate Loans, in each case given to Administrative Agent by 11:00 A.M. (New York City time) on the specific Borrowing date required (who will promptly notify each Lender whose Loans are to be prepaid of such prepayment), at any time and from time to time prepay any Term Loans or Borrowings Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount; provided, however, that a Eurodollar Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to which such Euro Rate Loans were made, and which subsection 2.6D. Any written or telephonic notice the Administrative Agent shall, except in the case of a voluntary prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans delivered pursuant to this Section 5.01(asubsection 2.4B(i) shall be in an aggregate irrevocable and once such Notice of Prepayment has been given as aforesaid, the principal amount of at least $5,000,000 the Loans 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 such lesser amount as is acceptable prior to the Administrative Agentspecified effective date) and (z) each partial if such condition is not satisfied. Any such voluntary prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election as specified in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(asubsection 2.4B(iv), 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;.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) in the case of Base Rate Loans, at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) in the case of Eurodollar Loans, at least three two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate such Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the principal amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar 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; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 500,000 and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)50,000, provided PROVIDED that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower Borrower, shall have no force or effect; , (iii) each prepayment pursuant to this Section 5.01(a) 4.01, in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Loans, provided that at the Borrower’s election in connection with any Revolving Loans and (iv) each prepayment of Revolving Eurodollar Loans made pursuant to this Section 5.01(a), such prepayment 4.01 on a day which is not the last day of an Interest Period applicable thereto shall not, so long as no Default or Event be accompanied by the payment of Default then exists, be applied all amounts owing in connection therewith pursuant to any Revolving Loan of a Defaulting Lender;Section 1.11.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay any Class of the Term Loans, without premium or penaltypenalty (except as provided below in Section 4.01(c) and subject to Section 2.11), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon 2:30 P.M. (New York City time) at the Notice Office (xA) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Term Loans to be prepaid and, in the case of Euro Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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) (x) each partial prepayment of Revolving a Class of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $1,000,000 or a whole multiple of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent in any given caseAgent), ; provided that if any partial prepayment of Euro Rate LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate 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 or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(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, provided that at the Borrower’s election in connection with any ; and (iv) each prepayment of Revolving any Class of Term Loans pursuant to this Section 5.01(a), such prepayment 4.01(a) shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan reduce the then remaining Scheduled Repayments thereof as directed by the Borrower or, absent such direction, in direct order of a Defaulting Lender;maturity thereof.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansTerm Loans of a given Tranche, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Term Loans (or same day notice in the case of a prepayment given Tranche, the amount of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent the Term Loans to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Term Loans to be prepaid repaid and, in the case of Euro LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except 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 a 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 Swingline LoansLIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)Agent, provided that if any partial prepayment of Euro LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing may not be continued as is a Borrowing of Euro LIBO Rate Loans (and same Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Borrower or 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 LoansTerm Loans of such Tranche. Notwithstanding anything to the contrary contained in this Agreement, provided that at the Borrower’s election in connection with any such notice of prepayment of Revolving Loans pursuant to this Section 5.01(a), if such prepayment shall not, so long as no Default or Event would have resulted in a refinancing of Default then exists, be applied to any Revolving Loan all of the Term Loans and Commitments of a Defaulting Lender;given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Each Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (xA) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Eurodollars Loans, which notice (in each case) shall specify whether U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans or Canadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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 LendersLenders under the applicable Facility, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), ; provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect); (iii) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;, and (iv) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of the underlying Bankers’ Acceptances or B/A Equivalent Notes, as the case may be.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansTerm Loans of a given Tranche, without premium or penaltypenalty (other than as provided in Section 5.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (all of the Term Loans, or same day notice in the case of a prepayment any partial prepayment, the Tranche of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent Term Loans to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Term Loans to be prepaid, the Types of Term Loans to be prepaid repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Euro LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except 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 a 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 Swingline LoansLIBO Rate Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)Agent, provided that if any partial prepayment of Euro LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing may not be continued as is a Borrowing of Euro LIBO Rate Loans (and same Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Loans and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans of a given Tranche made pursuant to a Borrowing shall be applied pro rata among such Term Loans, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any a Term Loan Extension Amendment; and (iv) each prepayment of Revolving principal of Initial Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to this 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 contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a), if such prepayment shall not, so long as no Default or Event would have resulted in a refinancing of Default then exists, be applied to any Revolving Loan all of the Term Loans and Commitments of a Defaulting Lender;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 revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Each Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) (or 11:00 A.M. (New York City time) in the case of succeeding clause (A)) at the Notice Office (xA) at least one Business Day’s prior same day 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 (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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) (xA) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (zB) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, provided that that, if any partial prepayment of Euro Rate LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate 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 or 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 pro rata among such Revolving Loans; provided, provided that that, at the such Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;Lender (it being understood and agreed that, if at any time thereafter any such Defaulting Lender ceases to be a Defaulting Lender under this Agreement, each Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders, in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments and with the Borrowers being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of 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, shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any ; and (iv) each 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 the then outstanding Loans on a pro rata basis. Notwithstanding anything to the contrary contained herein, voluntary prepayments of Loans may not be made on or prior to the 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 irrevocable; provided that a Defaulting Lender;notice of 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 Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Each Borrower shall have the right to may, at its option, prepay the Loans, 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) 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 Revolving Loans and Swing Line Loans) , in full at any time or in part from time to time, and (y) in the case of Individual Currency Loans, in full at any time or in part from time to time, in each case by notifying the Administrative Agent in writing at least three Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loansthe proposed prepayment date, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, identifying the amount of such prepayment and the Types of Loans to be prepaid andas 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 Lender thereof in the case of Euro Rate Revolving Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice the Administrative Agent shall, except Swing Line Lender in the case of a prepayment Swing Line Loans and the applicable Lender or Lenders in the case of Swingline Individual Currency Loans, promptly transmit to each of the Lenders; (ii) (x) each . Each partial prepayment of Revolving Loans ABR Advances and Core Currency Advances pursuant to this Section 5.01(a) subsection shall be in an aggregate principal amount of at least $5,000,000 500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $500,000 or such lesser amount as is acceptable to plus a whole multiple of approximately $100,000 in excess thereof in the Administrative Agent) and (z) each case of a partial prepayment of Swingline Alternate Core Currency Revolving Loans), or, if less, the outstanding principal balance thereof. Each partial prepayment of Individual Currency Loans and Swing Line Loans pursuant to this Section 5.01(a) subsection shall be in an aggregate principal amount of at least $1,000,000 100,000 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 lesser amount as is acceptable to plus a whole multiple of approximately $50,000 in excess thereof in the Administrative Agent in any given casecase of a partial prepayment of Alternate Core Currency Swing Line Loans or Individual Currency Loans), provided that or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Core Currency Advances which were made (whether as the result of Euro Rate Loans made pursuant to any Borrowing shall reduce a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of Euro Rate Loans made pursuant such Core Currency Advances shall equal (subject to Section 3.2) $500,000 or such Borrowing to an amount less than plus a whole multiple of $100,000 in excess thereof (or the Minimum Borrowing Amount applicable thereto, then Alternate Currency Equivalent of approximately $500,000 or such Borrowing may not be continued as amount plus a Borrowing whole multiple of Euro Rate Loans (and same shall automatically be converted into approximately $100,000 in excess thereof in the case of a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(aCore Currency Advances in an Alternate Currency), 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;.

Voluntary Prepayments. (a) The US Borrower and the UK Borrower shall have the right to prepay the Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the US Borrower (on its own behalf and on behalf of the UK Borrower) shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Administrative Agent’s Office (xor, in the case of a Swingline Loan, the Swingline Lender) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro Rate Eurodollar Term Loans, Eurodollar Revolving Credit Loans and Eurodollar Extended Revolving Credit Loans) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Euro Rate Loans were madeprepayment shall be applied, and which notice shall be given by the Administrative Agent shall, except US Borrower no later than (i) in the case of a prepayment 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 transmit be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (ii) (xb) each partial prepayment of any Borrowing of Term Loans, Revolving Credit Loans pursuant to this Section 5.01(a) or Extended Revolving Credit Loans shall be in a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of the Dollar Equivalent of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of at least the Dollar Equivalent of $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each 100,000; provided, that no partial prepayment of Swingline Eurodollar Term Loans, Eurodollar Revolving Credit Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Extended Revolving Credit Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such for Eurodollar Term Loans, provided that at the Borrower’s election in connection with Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans; and (c) any prepayment of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans pursuant to this Section 5.01(a)5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the US Borrower or the UK Borrower, such as the case may be, with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall not, so long as no Default or Event of Default then exists, be (a) applied to any Revolving Loan Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche E Term Loans, Tranche G Term Loans, Tranche H Term Loans or Tranche I Term Loans in such manner as the US Borrower (on its own behalf and on behalf of a Defaulting Lender;the UK Borrower) may determine and (b) applied to reduce Tranche X-0 Xxxxxxxxx Xxxxxxx, Xxxxxxx X-0 Repayment Amounts, Tranche E Repayment Amounts, Tranche G Repayment Amounts,

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Revolving Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one three Business Day’s Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Revolving Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Revolving Loans to be prepaid and, in the case of Euro Rate Eurodollar 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, shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) 4.01 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)2,000,000, provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) 4.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving 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;.

Voluntary Prepayments. (a) The 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 City time) at the 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 one three Business Day’s Days' prior written notice (or telephonic notice promptly confirmed in writing) of its such Borrower's intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Eurocurrency Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurocurrency 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, shall promptly transmit to each of the LendersBanks; and (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in of Loans having an aggregate principal amount Original Dollar Amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), 500,000 provided that if any partial prepayment of Euro Rate Eurocurrency Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Eurocurrency Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing an Original Dollar Amount applicable theretoof $2,000,000, then such Borrowing may not be continued as a Borrowing of Euro Rate Eurocurrency Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or respective 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 . Any Bid Loan shall be applied pro rata among prepayable only with the consent of the Bank making such Loans, Bid Loan. Any Local Currency Loan shall be prepayable to the extent and on the terms provided that at in 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;applicable Local Currency Documentation.

Voluntary Prepayments. (a) The Subject to Section 5.05, the Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York 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 Eurodollar Loans, which notice (in each case) shall specify whether Revolving Term Loans or Swingline Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 2,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (zy) each partial prepayment of Swingline Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given caseAgent), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or 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 pro rata among to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such Loansprepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) noon at the Notice Office prior written notice (x) at least one on the same Business Day’s prior written notice Day (or telephonic notice promptly confirmed in writing) in the case of Base Rate Loans and (y) three (3) Business Days prior in the case of LIBOR Loans, 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 any Loans, which notice (in each case) shall specify whether Incremental Term Loans (including which Class of 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 Euro Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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 that a notice of prepayment under this Section 5.01 (i) may state that such notice is conditional upon the effectiveness of the receipt of proceeds from the issuance of other Indebtedness or Capital Stock or consummation of an asset sale or the occurrence of other events in which case such notice of prepayment may be rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; (ii) (x) each partial prepayment of Revolving Incremental Term Loans pursuant to this Section 5.01(a) 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 AgentAgent 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(a) 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), provided that if any partial prepayment ; (iii) except for prepayments made with proceeds of Euro Rate Other Revolving Loans or loans made pursuant to any Borrowing Replacement Revolving Loan Commitments at the time of the establishment of Other Revolving Commitments or Replacement Revolving Loan Commitments, as the case may be, pursuant to Section 2.17, which Loans shall reduce be used first to refinance the outstanding Revolving Loans being refinanced on a basis so that, after giving effect thereto, the outstandings of each Revolving Lender are in accordance with its Revolving Percentages, each prepayment of Revolving Loans pursuant to this Section 5.01 shall be made in proportion to the outstanding principal amount of Euro Rate Revolving Loans made of the various Revolving Lenders, so that each Revolving Lender’s outstandings pursuant to such Borrowing its Revolving Loan Commitments reflect its respective Revolving Percentages as from time to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans time in effect and (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iiiiv) each prepayment pursuant to this Section 5.01(a) 5.01 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 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;.

Voluntary Prepayments. (a) The Borrower shall have the right to --------------------- prepay Loans (other than C Term Loans-Fixed Rate, with any prepayment in respect thereof to be as set forth in the LoansC Term Notes-Fixed Rate) in whole or in part, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Payment Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving such Loans are B Term Loans, C Term Loans-Floating Rate, RF Loans or Swingline Loans shall be prepaidAF Loans, the amount of such prepayment pre payment and the Types of Loans to be prepaid and, (in the case of Euro Rate Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 12:00 Noon (New York time) on the Business Day prior to the date of such Euro Rate Loans were madeprepayment, and which notice shall promptly be transmitted by the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each 1,000,000, provided that no partial prepayment of Swingline Eurodollar Loans made pursuant to this Section 5.01(a) a Borrowing shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, Loans provided that at the Borrower’s 's election in connection --- ---- with any prepayment of Revolving RF Loans or AF Loans pursuant to this Section 5.01(a)3.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan RF Loans or AF Loans, as the case may be, of a Defaulting Lender;; and (iv) each prepayment of Term Loans pursuant to this Section 3.01 shall be applied to B Term Loans (in an amount equal to the B TF Percentage of such prepayment) and C Term Loans (in an amount equal to the C TF Percentage of such prepayment) and shall reduce the remaining Scheduled Repayments of each of the B Term Loans and the C Term Loans (x) first, in direct order of maturity to those Scheduled Repayments which will be due and payable within twelve months after the date of the respective payment and (y) second, to the extent in excess thereof, on a pro rata basis (based upon the --- ---- then remaining principal amount of each such Scheduled Repayment).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansLoans made to it, in whole or in part, without premium or penalty, except as otherwise provided in whole or in part at any time and this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (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 such Loans, which notice (in each case) shall specify whether such Loans are Revolving Loans or Swingline Loans shall be prepaidLoans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro 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 specific Borrowing or Borrowings pursuant date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to which the date of such Euro Rate Loans were madeprepayment in the case of Eurodollar Loans, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit be transmitted by the Agent to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of (A) at least $5,000,000 1,000,000 in the case of Eurodollar Loans and (B) at least $500,000 in the case of Base Rate Loans (or such lesser amount as is acceptable to $100,000 in the Administrative Agent) and (z) each case of Swingline Loans); provided, that no partial prepayment of Swingline Eurodollar Loans made pursuant to this Section 5.01(a) a Borrowing shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (; and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender;Bank.

Voluntary Prepayments. (a) The Borrower shall have the right Company may, upon written or telephonic notice 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 on or prior to 12:00 Noon (New York City time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at the Notice Office any time and from time to time prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount. A Borrower may, upon (xi) at least not less than one (1) Business Day’s prior written notice (or telephonic notice promptly confirmed notice, in writing) the case of its intent to prepay Base Rate Loans Loans, (ii) three (3) Business Days’ prior written or same day telephonic notice in the case of a prepayment of Swingline Loans) Eurocurrency Rate Loans denominated in Dollars and (yiii) at least three four (4) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice five (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and5), in the case of Euro Rate Loans, the specific Borrowing prepayment of Loans denominated in Special Notice Currencies) prior written or Borrowings pursuant to which such Euro Rate Loans were made, and which telephonic notice the Administrative Agent shall, except in the case of a prepayment of Swingline LoansEurocurrency Rate Loans denominated in an Alternative Currency, and 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 transmit confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of the Lenders; (ii) (x) each partial prepayment of such prepayment, at any time and from time to time prepay any Revolving Loans pursuant to this Section 5.01(a) shall be 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 principal amount of at least $5,000,000 (or the Loans specified in such lesser amount as is acceptable to notice shall become due and payable on the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), date specified therein; provided that if any partial 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 replacement credit agreement or other similar document and may be revoked by Company if such condition is not satisfied, subject to the provisions of Section 2.7. Any such voluntary prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election as specified in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(asubsection 2.4B(iv), 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;.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s 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 (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 Eurodollar Loans, which notice (in each case) shall specify 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 Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice the Administrative Agent shallnotice, except in the case of a prepayment of Swingline Loans, the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least (x) $5,000,000 1,000,000 (or, if 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 such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment $100,000 (or, if less, the full amount of Swingline Loans pursuant to this Section 5.01(athen outstanding) shall be in an aggregate principal amount the case of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), Swingline Loans; provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than (1) in the Minimum Borrowing Amount applicable theretocase of Term Loans, $5,000,000 and (2) in the case of Revolving Loans, $1,000,000, then such Borrowing may not be continued as a Borrowing of Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment prepayments of Eurodollar Loans made pursuant to this Section 5.01(a4.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.12; (iv) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall 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 Administrative Agent at its Notice Office (which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans for any Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment, and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) have been obtained; provided that at the Borrower’s 's election (and with the consent of the Administrative Agent, unless the Administrative Agent is the Defaulting Bank) in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender;Bank. Each prepayment of principal of Term Loans pursuant to this Section 4.01 shall be applied to reduce, in order of maturity for Scheduled Repayments, the Scheduled Repayments remaining for the next succeeding 12 months (as of the date of such prepayment) of such Term Loans and thereafter, to the then remaining Scheduled Repayments of such Term Loans pro rata based upon the then remaining principal amount of each Scheduled Repayment.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the LoansTerm Loans of any Tranche, without premium or penaltypenalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Lead Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (all of the Term Loans, or same day notice in the case of a prepayment any partial prepayment, the Tranche of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent Term Loans to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Term Loans to be prepaid, the Types of Term Loans to be prepaid repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Euro LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Administrative Agent shall, except date of such prepayment in the case of a 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 Swingline LoansLIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), Agent; provided that if any partial prepayment of Euro LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing may not be continued as is a Borrowing of Euro LIBO Rate Loans (and same Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Borrower or Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any an Extension Amendment; and (iv) each prepayment of Revolving principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such prepayment shall not, so long as no Default notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or Event of Default then exists, be applied prior to any Revolving Loan of a Defaulting Lender;the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) an Authorized Representative of the Borrower Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline LoansLoans provided such notice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Euro Rate Eurodollar Loans, which notice (in each case) shall specify 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 Euro Rate Eurodollar 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, shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $500,000 in the Administrative Agent in any given casecase of Swingline Loans), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower Borrowers shall have no force or effect; (iii) each at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01(a4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)Loans, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan the prepayment of Loans of a Defaulting Lender;Bank.

Voluntary Prepayments. (a) The Borrower shall have the right may, upon written or telephonic notice 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 on or prior to 12:00 Noon (New York City time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at the Notice Office (x) at least any time and from time to time prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Borrower may, upon not less than one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice notice, in the case of a prepayment of Swingline Base Rate Loans or 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, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid andnotice, in the case of Euro 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 time prepay any Loans on any Business Day in whole or in part in an aggregate minimum amount of (a) for Term Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, Dollar Equivalent of $2,500,000 and which notice multiples of the Administrative Agent shall, except Dollar Equivalent of $500,000 in the case excess of a prepayment of Swingline that amount and (b) for Revolving Loans, promptly transmit to each $1,000,000 and multiples of the Lenders$500,000 in excess of that amount; (ii) provided, however, that (x) each partial a LIBOR Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Borrower pays on such date of prepayment of Revolving Loans pursuant all amounts owing to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) Lenders under subsection 2.6D and (zy) each partial prepayment of Swingline BA Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and repaid on any election day other than the last day of an Interest Period with respect thereto given by the Borrower or applicable thereto; provided further that Borrower shall have no force or effect; be permitted to defease any BA Loan by depositing with Administrative Agent an amount (iiias specified by Administrative Agent) each prepayment pursuant sufficient to this Section 5.01(a) pay all amounts that will be due in respect of any such BA Loan at the end of the Interest Period applicable thereto. Notice of prepayment having been given as aforesaid shall be irrevocable and the principal amount of the Loans made pursuant to a Borrowing specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied pro rata among such Loans, provided that at the Borrower’s election as specified in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(asubsection 2.4B(iv), 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;.

Voluntary Prepayments. (a) The Each Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon 11:00 A.M. (New York City time) at the Notice Office (xA) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate LIBOR Loans or EURIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate LIBOR Loans or EURIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate LIBOR Loans or EURIBOR 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) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 500,000, £500,000, €500,000 or CA$500,000, as applicable (or such lesser amount as is acceptable to the Administrative Agent) and (zy) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 100,000, £100,000 or €100,000, as applicable (or such lesser amount as is acceptable to the Administrative Agent in any given case), ; provided that (A) if any partial prepayment of Euro Rate US LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate US 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 Euro Rate US 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 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 Borrower or 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 pro rata among such Loans, provided that at ; and (iv) the Borrower’s election in connection respective Borrower shall pay all compensation due with any prepayment of Revolving Loans pursuant respect 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;specified in Section 2.11 concurrently with such prepayment.

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

Voluntary Prepayments. (a) The Borrower Company shall have the right voluntarily to prepay the Loans, without premium or penalty, Revolving Loans and Term Loans in whole or in part at any time and from time to time on the following terms and conditions: time, subject to SECTION 3.05 but otherwise without premium or penalty; PROVIDED, HOWEVER, that (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of 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; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) and Term Loans shall be in an aggregate a minimum principal amount of at least $5,000,000 500,000 or a whole multiple of $100,000 in excess thereof, in the case of Eurodollar Loans, and $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans and (ii) the Company shall have given prior written or telecopy notice (or such lesser amount as is acceptable 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. Each notice of prepayment shall specify the prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid is a Revolving Loan, 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 (z) each partial 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 of Swingline Loans pursuant 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 5.01(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 Swing Line Loans, then ratably to the Term B Closing Date Loans and the Term B Delayed Draw Loans, in an aggregate each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period. All prepayments of Eurodollar Loans under this SECTION 2.09(a) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment, together with any additional amounts required pursuant to SECTION 3.05. The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing line Loans in whole or in part without premium or penalty; PROVIDED that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 P.M. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of at least $1,000,000 (or 100,000. Each such lesser amount as is acceptable to notice shall specify the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal date and amount of Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then prepayment. If 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) and any election of an Interest Period with respect thereto notice is given by the Borrower or Borrower Company, the Company shall have no force or effect; (iii) each make such prepayment pursuant to this Section 5.01(a) and the payment amount specified in respect of any Loans made pursuant to a Borrowing such notice shall be applied pro rata among such Loans, provided that at due and payable on 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;date specified therein.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay any or all of the Loans, without premium or penalty, Loans in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) irrevocable written notice at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaidprepay, 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 madeprepayment is to be applied, which notice shall be given by Borrower to Agent by 12:00 noon (New York City time) at least three Business Days prior to the date of such prepayment and which notice the Administrative Agent shall, shall (except in the case of a prepayment of Swingline Swing Line Loans, ) promptly transmit be transmitted by Agent to each of the applicable Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount any Borrowing (other than a Borrowing of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(aSwing Line Loans) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any and each partial prepayment of Euro Rate a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding aggregate principal amount of Euro Rate the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing ; (iii) Eurodollar Loans may not only be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election prepaid pursuant to this SECTION 4.2 on the last day of an Interest Period with respect applicable thereto given by the Borrower or Borrower shall have no force or effecton any other day subject to SECTION 3.5; (iiiiv) 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 the Loans comprising such LoansBorrowing PROVIDED, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a 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 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 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, Loans in whole or in part at any time and from time to time on the following terms and conditions: without premium or penalty; provided, however, that (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 Eurodollar Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least may only be prepaid on three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment Agent 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 any prepayment of Swingline Loans, promptly transmit Eurodollar Loans will be subject to each of the LendersSection 4.3; (ii) (x) each such partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate the minimum principal amount of at least $5,000,000 (or 10,000,000 and each such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate the minimum principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect1,000,000; (iii) each any prepayment pursuant to this Section 5.01(a) in respect of Term Loans that by their terms automatically increase the aggregate amount of the Revolving Committed Amount upon any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election prepayment thereof in connection with any prepayment of Revolving Loans pursuant to a Permitted Acquisition or capital expenditure as provided in this Section 5.01(a3.2(a)(iii), in connection with such prepayment shall nota 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 Event of Default then existscapital expenditure as provided in Section this 3.2(a)(iii), to be applied to any such Term Loans in the order in which such Term Loans were made, and then (y) to the remaining Term Loans. Any prepayments made under this Section 3.2(a) shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities and shall be subject to Section 4.3. The increase in the Revolving Loan Committed Amount pursuant to this clause (a) may, upon request of a Defaulting Lender;the Borrower, occur concurrently with the prepayment of the Term Loans.

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

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penaltypenalty (except as provided below in Section 4.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon 1:00 PM (New York City time) at the Notice Office (xA) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as constitutes a single Borrowing or is otherwise reasonably acceptable to the Administrative Agent in any given caseAgent), ; provided that if any partial prepayment of Euro Rate LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate 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 or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(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 ; and (iv) each prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment 4.01(a) shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan reduce the then remaining Scheduled Initial Repayments as directed by the Borrower or, absent such direction, in direct order of a Defaulting Lender;maturity thereof. A notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.

Voluntary Prepayments. (a) The Each Borrower shall have the right to prepay the LoansLoans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (xA) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (yB) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Eurodollars Loans, which notice (in each case) shall specify whether U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans or Canadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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 LendersLenders under the applicable Tranche, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $5,000,000 500,000 (or such lesser amount as is acceptable to the Administrative Agent) and (zy) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $1,000,000 100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), ; provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or such Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied 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 this Section 5.01(a)5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;, and (iv) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of the underlying Bankers’ Acceptances or B/A Equivalent Notes, as the case may be.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the LoansTerm Loans of any Tranche, without premium or penaltypenalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Lead Borrower shall give the Administrative Agent 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 the Notice Office (x) at least one Business Day’s Day prior written notice (or telephonic notice promptly confirmed in writing) to the date of its intent to prepay Base Rate Loans (or same day notice such prepayment in the case of a prepayment of Swingline Loans) Term Loans maintained as Base Rate Term Loans and (y) prior to 11:00 a.m. (New York City time) at least three two Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount date of such prepayment and in the Types case of Term SOFR Term Loans to be prepaid and(or, in the case of Euro Rate Loansclause (x) and (y), the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shorter period as the Administrative Agent shallshall agree in its sole and absolute discretion), except in and be promptly transmitted by the case of a prepayment of Swingline Loans, promptly transmit Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), Agent; provided that if any partial prepayment of Euro Rate Term SOFR Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Term SOFR Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing may not be continued as is a Borrowing of Euro Rate Loans (and same Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Term Loans and any election of an Interest Period with respect thereto given by the Borrower or Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, ; provided that at the Borrower’s election it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with any an Extension Amendment; and (iv) each prepayment of Revolving principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such prepayment shall not, so long as no Default notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or Event of Default then exists, be applied prior to any Revolving Loan of a Defaulting Lender;the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay 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 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 the Borrower’s 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 their intent to prepay Euro Rate Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types Type of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Term Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, provided that at the Borrower’s Borrowers’ election in connection with any prepayment of Revolving Term Loans pursuant to this Section 5.01(a3.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan 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 (x) to reduce 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, (1) first, to reduce in direct order of maturity the Scheduled Repayments which are due and payable within 12 months from the date of such prepayment, and (2) second, to the extent in excess of the amounts required to be applied in respect of Term Loans pursuant to preceding sub-clause (1), to reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment after giving effect to all prior reductions thereto).

Voluntary Prepayments. (a) The 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 LoansLoans made to the Canadian Borrower, in each case, without premium or penaltypenalty (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 Borrower Company shall give the Administrative Agent prior to 12:00 Noon 11:00 a.m. (New York City time) at the Notice Office (xA) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its 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, as applicable and (yB) at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its any Borrower’s intent to prepay Euro Rate Interest Period Loans, which notice (in each case) shall specify whether which Revolving Loans or or, in the case of Loans being prepaid by a U.S. Borrower only, Swingline Loans Loans, shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Interest Period Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Interest Period 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) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline 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, provided that if any partial prepayment of Euro Rate Interest Period Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Interest Period Loans (and the same shall automatically be converted into a Borrowing of Base Rate Loans, in the 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 given by the Borrower or Borrower 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, provided that at the such Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;. Any prepayment of Loans under the respective commitments shall be applied first to Base Rate Loans and then to Interest Period Loans outstanding thereunder.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City Chicago time) at the Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (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 Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a4.1(a) shall be in an aggregate principal amount of at least $5,000,000 500,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then such Borrowing may not be continued as a Borrowing of Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) at the time of prepayment of Eurodollar Loans pursuant to this Section 4.1 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment pursuant to this Section 5.01(a4.1(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a4.1(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;.

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

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penaltymay prepay, in whole accordance with paragraph (d) below, all or in part at any time and from time to time portion of the Outstanding Principal Balance on any Business Day, provided that the following terms and conditionsconditions are satisfied: (i) the 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 give 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 Administrative Agent prior outstanding principal balance of the applicable Mezzanine Loan, and shall otherwise satisfy the applicable conditions in the Mezzanine Loan Documents with respect to 12:00 Noon such prepayment (New York City time) at the Notice Office (x) at least one Business Dayas evidenced by an Officer’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice Certificate and, and in the case of a prepayment in full or the release of Swingline Loansan 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 in 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 (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans concurrently by Mezzanine Borrowers under the Mezzanine Loan Documents shall be prepaid, allocated among the amount of such prepayment Loan and the Types of Mezzanine Loans to be prepaid and, pro rata 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; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the accordance with their respective outstanding principal amount of Euro Rate Loans made pursuant balances immediately prior 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;prepayments.

Voluntary Prepayments. (a) 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) 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 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's 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 their intent to prepay Euro Rate Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar 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, shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)1,000,000, provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; and (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 Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan the prepayment of Loans of a Defaulting Lender;.

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

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penaltypenalty (other than as provided in Section 5.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Loans, whether such Loans (or same day notice in the case of a prepayment of are Revolving Loans and/or Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Loans to be prepaid, the Types of Loans to be prepaid repaid and, in the case of Euro LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except 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 a 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 Swingline LoansLIBO Rate Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmit transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)Agent, provided that if any partial prepayment of Euro LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing may not be continued as is a Borrowing of Euro LIBO Rate Loans (and same Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) Loans and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, ; provided that at the relevant Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;; and (iv) each prepayment of principal of Revolving Loans pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a). Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a), if such prepayment would have resulted in a refinancing of all of the Loans and Commitments, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the LoansLoans made to it, in whole or in part, without premium or penalty, except as otherwise provided in whole or in part at any time and this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (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 such Loans, which notice (in each case) shall specify whether such Loans are Revolving Loans or Swingline Loans shall be prepaidLoans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro 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 specific Borrowing or Borrowings pursuant date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to which the date of such Euro Rate Loans were madeprepayment in the case of Eurodollar Loans, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline LoansLoans (which notice shall promptly be transmitted to the Swingline Bank), promptly transmit be transmitted by the Administrative Agent to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of (A) at least $5,000,000 500,000 in the case of Eurodollar Loans and (B) at least $250,000 in the case of Base Rate Loans (or such lesser amount as is acceptable to $100,000 in the Administrative Agent) and (z) each case of Swingline Loans); provided, that no partial prepayment of Swingline Eurodollar Loans made pursuant to this Section 5.01(a) a Borrowing shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (; and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;.

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

Voluntary Prepayments. (a) The Each Borrower shall have the right to prepay the its respective Loans, without premium or penaltypenalty (other than as set forth in clause (vi) of this Section 5.01(a)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro LIBOR Loans or Canadian CDOR Rate Loans, which notice (in each case) shall specify whether A Term Loans, B Term Loans, 2016 Revolving Loans, 2017 Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro LIBOR Loans or Canadian CDOR Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro 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; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of 2016 Revolving Loans or 2017 Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 500,000 or $500,000 Canadian Dollars, as applicable, (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 100,000 or $100,000 Canadian Dollars (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that (x) if any partial prepayment of Euro 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 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 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 Euro 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 Euro Canadian CDOR Rate Loans (and same shall automatically be converted into a Borrowing of Base Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower 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 LoansLoans of the 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 Default or Event of Default then exists, be applied to any 2016 Revolving Loan 2017 Revolving Loan, as applicable, of a Defaulting Lender;; (iv) each voluntary prepayment 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 Scheduled Repayments of the respective Tranche of Term Loans as directed by the U.S. Borrower; and (vi) any prepayment of B Term Loans made during the period commencing on the Sixth Amendment Completion Date and ending on the date occurring two years following the Sixth Amendment Completion Date shall be accompanied by the payment of the fee described in Section 4.01(f). For the avoidance of doubt, prior to the 2016 Revolving Loan Maturity Date, the amount of any prepayment of Revolving Loans elected to be made by the Borrowers pursuant to Section 5.01 shall be allocated among the Revolving Loans of each Lender pro rata based on each such Lender’s RL Percentage without regard to the tranche of the Revolving Loan Commitments held by such Lender.

Voluntary Prepayments. (a) The Borrower shall have the right --------------------- to prepay the Loans, without premium or penaltyLoans made to it, in whole or in part at any time and part, without premium or penalty except as otherwise pro vided in this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed con firmed 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 such Loans, which notice (in each case) shall specify whether such Loans are A Term Loans, B Term Loans, C Term Loans, D Term Loans, Revolving Loans or Swingline Loans shall be prepaidLoans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 11:00 A.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Loans maintained as Base Rate Loans, (y) on the specific Borrowing or Borrowings pursuant date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to which the date of such Euro Rate Loans were madeprepayment in the case of Eurodollar Loans, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit be transmitted by the Agent to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $500,000 in the Administrative Agent in any given casecase of Swingline Loans); provided, provided that if any no partial prepayment of Euro Rate Eurodollar Loans made pursuant -------- to any a Borrowing shall reduce the outstanding aggregate principal amount of Euro Rate the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; --- ---- provided, provided that at the Borrower’s 's election in connection with any prepayment of -------- Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender;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 must consist of a prepayment of A Term Loans (in an amount equal to the A TL Percentage of such prepayment), B Term Loans (in an amount equal to the B TL Percentage of such prepayment), C Term Loans (in an amount equal to the C TL Percentage of such prepayment) and D Term Loans (in an amount equal to the D TL Percentage of such prepayment); (v) each prepayment of A Term Loans pursuant to this Section 4.01 shall reduce the then remaining Scheduled A Repayments on a pro rata basis --- ---- (based upon the then remaining principal amount of each such Scheduled A Repayment); (vi) each prepayment of B Term Loans pursuant to this Section 4.01 shall reduce the then remaining Scheduled B Repayments on a pro rata basis --- ---- (based upon the then remaining principal amount of each such Scheduled B Repayment); (vii) each prepayment of C Term Loans pursuant to this Section 4.01 shall reduce the then remaining Scheduled C Repayments on a pro rata basis --- ---- (based upon the then remaining principal amount of each such Scheduled C Repayment); and (viii) each prepayment of D Term Loans pursuant to this Section 4.01 shall reduce the then remaining Scheduled D Repayments on a pro rata basis --- ---- (based upon the then remaining principal amount of each such Scheduled D Repayment).

Voluntary Prepayments. (a) The Borrower shall have the right Subject to prepay the Loanspayment of amounts due under Section 4.7, 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 may, upon written notice delivered to the Administrative Agent prior to 12:00 Noon not later than 11:00 A.M. (New York City time) at the Notice Office one (x1) at least one Business Day’s prior written notice Day (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 LIBOR Rate Loans, which notice three (3) Business Days) prior to 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 each case) shall specify whether Revolving Loans whole or Swingline ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if all of the Term Loans shall be prepaidprepaid pursuant to this Section 4.6 with the proceeds of a substantially concurrent incurrence of Indebtedness for Borrowed Money on or prior to the second anniversary of the Closing Date, such prepayment shall be accompanied by a premium in an amount equal to (i) 2% of the principal amount of such prepayment and if such prepayment occurs on or prior to 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 first anniversary of the Lenders; Closing Date or (ii) (x) 1% of the principal amount of such prepayment if such prepayment occurs subsequent to the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date; and provided further that losses incurred by any Bank under Section 3.7 shall be payable with respect to each partial such prepayment of Revolving Loans in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 5.01(a) 4.6 shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable equal to the Administrative Agentlesser of (a) $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (zb) each the aggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of Swingline any Tranche of LIBOR Rate Loans pursuant may be made if, after giving effect thereto, Section 2.6 would be contravened. Partial prepayments with respect to this Section 5.01(a) the ABR Loans shall be made in an aggregate principal amount equal to the lesser of at least (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (or such lesser amount as is acceptable to ii) the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding aggregate principal amount of Euro Rate ABR Loans made pursuant to such Borrowing to an amount less than then outstanding, as the Minimum Borrowing Amount applicable thereto, then such Borrowing case may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;be.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans, Revolving Credit Loans, Additional/Replacement Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Administrative Agent’s Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaidmake such prepayment, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Administrative Agent shall, except Borrower no later than (i) in the case of a prepayment Term Loans, Additional/Replacement Revolving Credit Loans or Revolving Credit Loans, 1:00 p.m. (New York City time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), or (ii) in the case of Swingline Loans, 1:00 p.m. (New York City time) on, the date of such prepayment and shall promptly transmit be transmitted by the Administrative Agent to each of the Lendersrelevant Lenders or the Swingline Lender, as the case may be; (ii) (xb) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount a multiple of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 100,000 and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any and each partial prepayment of Euro Rate Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing for Eurodollar Loans; (c) any prepayment of Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with respect applicable thereto given shall be subject to compliance by the Borrower or Borrower with the applicable provisions of Section 2.11. Each such notice shall have no force or effect; (iiispecify the date and amount of such prepayment and the Class(es) each and Type(s) of Loans to be prepaid and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing 5.1 shall be applied to reduce the Repayment Amount in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower; provided that the Borrower may not prepay (i) Extended Term Loans of any Extension Series pursuant to this Section 5.1 unless such prepayment is accompanied by at least a pro rata among prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class from which such LoansExtended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full) and (ii) 2017 Term Loans pursuant to this Section 5.1 unless such prepayment is accompanied by at least a pro rata prepayment, provided based upon the applicable remaining Repayment Amounts due in respect thereof, of each other outstanding Class of Term Loans with a maturity date prior to the 2017 Term Loan Maturity Date. For the avoidance of doubt, the Borrower may prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that at were exchanged from such Existing Term Loan Class. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the Repayment Amounts in direct order of maturity. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(c). At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)5.1, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender;.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the all Loans, without premium or penaltypenalty (except as provided in Section 3.01(g) and except for amounts payable pursuant to Section 1.12), in whole or in part at any time and part, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Payment Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Loans, specifying whether such Loans are Revolving Loans, Term Loans or Incremental Term Loans (or same day notice in and the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaidrespective Tranche thereof), the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro Rate Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Euro Rate Loans were made, and which notice shall be received by the Administrative Agent shall, except (x) in the case of a prepayment of Swingline Base Rate Loans, no later than 11:00 A.M. (New York time) one (1) Business Day prior to the date of such prepayment, or (y) in the case of Eurodollar Loans, at least three (3) Business Days prior to the date of such prepayment and which notice shall promptly transmit be transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each 1,000,000, provided that no partial prepayment of Swingline any Loans pursuant to this Section 5.01(a) shall be in an reduce the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect$1,000,000; (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 ; (iv) prepayments of Revolving Eurodollar Loans made pursuant to this Section 5.01(a), 4.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 1.12 as a result of such prepayment are made; (v) each prepayment of principal of Term Loans or Incremental Term Loans of a given Tranche as elected by the Borrower pursuant to this Section 4.01 shall not, so long as no Default or Event of Default then exists, be applied to reduce the then remaining Scheduled Repayments of such Tranche of Term Loans on a pro rata basis (after giving effect to all prior reductions thereto); provided that upon written notice provided by the Borrower to the Administrative Agent at the time any Revolving Loan such prepayment is made, the Borrower may direct that such prepayment be applied to reduce the then remaining Scheduled Repayments of a Defaulting Lender;such Tranche of Term Loans as it directs in such written notice.

Voluntary Prepayments. (a) The Except as set forth below, the Borrower --------------------- shall have the right to prepay the LoansLoans in whole or in part from time to time, without premium or penalty; provided, 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) however, that each such partial prepayment -------- -------- of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the in a minimum principal amount of such prepayment $1,000,000 and integral multiples of $500,000 in excess thereof. Subject to the Types of Loans to be foregoing terms, amounts 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; (ii) (x) each partial prepayment of Revolving Loans pursuant to under this Section 5.01(a2.3(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable applied first to Revolving Loans and -------------- then to the Administrative Agent) and (z) each partial prepayment of Swingline Term Loans. Voluntary prepayments on Term Loans pursuant shall not be permitted unless, immediately prior to this Section 5.01(a) shall be in an such prepayment, the aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable Commitments are equal to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the then outstanding principal amount of Euro Rate the Term Loans. All voluntary prepayments of the Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loansto the remaining principal installments thereof in the inverse order of maturity thereof. The Borrower has the option, provided that at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Borrower’s election Obligations (including either (i) providing cash collateral to be held by Agent in connection 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 any prepayment the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrower has sent a notice of Revolving Loans termination pursuant to the provisions of this Section 5.01(asection, then the Commitments shall terminate and the Borrower shall be obligated to repay 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 (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 prepayment shall notnotice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, so long as no Default or for any other reason, including (a) termination after the occurrence of an Event of Default then existsDefault, be applied to (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Revolving Loan insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a Defaulting Lender;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, Borrower shall pay the Applicable Prepayment Premium to Agent (which may be allocated based upon letter agreements between Agent and individual Lenders).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, Revolving Credit Loans and Swingline Loans in whole or in part at any time and from time to time on the following terms and conditions: conditions (isuch prepayments to be applied to the Class or Classes as the Borrower may specify and applied within each Class in such order as the Borrower may specify): (a) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Administrative Agent’s Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate make such prepayment, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Revolving Credit Loans, 10:00 a.m. (New York time) one Business Day prior to, or (ii) in the case of Swingline Loans or Protective Advances, 10:00 a.m. (or same day notice New York time) on, the date of such prepayment and, in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Credit Loans or Swingline Loans shall promptly 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 transmitted by the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the LendersLenders or the Swingline Lender, as the case may be; (ii) (xb) each partial prepayment of any Borrowing of Revolving Credit Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount a multiple of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 100,000 and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (and each partial prepayment of Swingline Loans or such lesser Protective Advances shall be in a multiple of $100,000 and in an aggregate principal amount as is acceptable to the Administrative Agent in any given case)of at least $100,000, provided that if any no partial prepayment of Euro Rate Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Loans $2,000,000; and (and same shall automatically be converted into a Borrowing of Base Rate Loansc) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Eurodollar Loans pursuant to this Section 5.01(a)5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Notwithstanding the foregoing, such prepayment the Borrower shall not, so long as no Default or Event of Default then exists, not be applied permitted to prepay any Revolving Loan of a Defaulting Lender;Credit Loans or Swingline Loans under this Agreement, in whole or in part, if at such time, any Protective Advances are outstanding.

Voluntary Prepayments. (a) The Borrower shall have the right to --------------------- prepay the LoansLoans in whole or in part, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Payment Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether such Loans are A Term Loans, B Term Loans, Revolving Loans or Swingline Loans shall be prepaidLoans, the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Euro Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least five Business Days prior to the date of such prepayment (other than Revolving Loans with respect to which notice shall be given by the Borrower at least three Business Days prior to the date of prepayment for Revolving Loans which are Eurodollar Loans and one Business Day for Revolving Loans which are Base 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, with respect to which notice shall be given by the Borrower on the day of prepayment), which notice shall promptly transmit be transmitted by the Agent to each of the Lenders; , provided that no notice shall be required with respect -------- to any prepayments made with funds received by the Agent from the Blocked Accounts (such funds, "Blocked Account Proceeds") as provided in Section 4.05, ------------------------ ------------ which funds shall be applied by the Agent on a daily basis or such other frequency as the Agent may determine, (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 any Borrowing (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment other than any Borrowing of Swingline Loans pursuant to this Section 5.01(aor a Borrowing of Revolving Loans that is prepaid solely with Blocked Account Proceeds) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent and, if greater in any given case)an integral multiple of $100,000, provided that if any no partial prepayment of Euro Rate Eurodollar -------- Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of Euro Rate the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01(a4.01 on any date other than the ------------ last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) each prepayment in respect of ------------ any Loans made pursuant to a Borrowing shall be applied pro rata among such --- ---- Loans, provided that (A) at the Borrower’s 's election in connection with any -------- prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment ------------ shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender;, and (B) Blocked Account Proceeds shall be applied first to prepay any outstanding ----- Swingline Loans and second to prepay any outstanding Revolving Loans, and, with ------ respect to such Revolving Loans, first to prepay any Base Rate Loans and second ----- ------ to prepay any Eurodollar Loans; and (v) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to A Term Loans (in an amount equal to the ------------ A Term Loan Percentage of such prepayment) and B Term Loans (in an amount equal to the B Term Loan Percentage of such prepayment) and shall be applied first 50% ----- to reduce the remaining Scheduled Repayments of each of the A Term Loans and B Term Loans pro rata (with each Scheduled Repayment of the A Term Loan or B Term --- ---- Loan as the case may be being prepaid by an amount equal to the product of 50% of the prepayment amount applicable to the A Term Loan or B Term Loan multiplied by a fraction the numerator of which is the Scheduled Repayment (as reduced by prepayments previously made) and the denominator of which shall be the remaining unpaid balance of the A Term Loans or the B Term Loans, as the case may be) and second 50% to reduce the remaining Scheduled Repayments of each of the A Term ------ Loans and the B Term Loans in the inverse order of their maturity.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay any or all of the Loans, without premium or penalty, Loans in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) irrevocable written notice at the its Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaidprepay, 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 madeprepayment is to be applied, which notice shall be given by Borrower to Agent by 12:00 noon (New York City time) at least three Business Days prior to the date of such prepayment and which notice the Administrative Agent shall, shall (except in the case of a prepayment of Swingline Swing Line Loans, ) promptly transmit be transmitted by Agent to each of the applicable Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount any Borrowing (other than a Borrowing of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(aSwing Line Loans) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any and each partial prepayment of Euro Rate a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding aggregate principal amount of Euro Rate the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing ; (iii) Eurodollar Loans may not only be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election prepaid pursuant to this Section 4.2 on the last day of an Interest Period with respect applicable thereto given by the Borrower or Borrower shall have no force or effecton any other day subject to Section 3.5; (iiiiv) 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 the Loans comprising such LoansBorrowing provided, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender;’s Commitment Percentage of all Loans then outstanding. 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 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loansmay, without premium or penalty, in whole or in part at any time and from time to time on time, prepay the following terms and conditions: Term Loans in whole or in part without premium or penalty (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office other than (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) Term SOFR Advances, any amounts required pursuant to Article III and (y) any amounts required pursuant to Section 2.5(c)) upon at least three two (2) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent by Borrower to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, Agent in the case of Euro Base Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were madeAdvances, and which three (3) Business Days’ written notice the Administrative by Borrower to Agent shall, except in the case of a Term SOFR Advances, specifying the date and amount of prepayment, provided that: (A) any prepayment of Swingline LoansTerm SOFR Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (B) any prepayment of Base Rate Advances shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, promptly transmit in each case, if less, the entire principal amount thereof then outstanding. The Borrower’s notice may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Borrower (by written notice to each the Agent on or prior to the specified effective date) if such condition is not satisfied; provided that the Borrower shall make any payments required to be made pursuant to Article III. Each prepayment of the Lenders; (ii) (x) each partial prepayment of Revolving outstanding Term Loans pursuant to this Section 5.01(a2.5(b) shall be applied among all outstanding Term Facilities in an aggregate principal amount of at least $5,000,000 (or such lesser amount each case as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given directed by the Borrower or and, within any given Term Facility, shall be applied as directed by the Borrower to the principal installments thereof (or, failing such direction, ratably among the Term Facilities and to the principal repayment installments thereof in inverse order of scheduled maturities), and each such prepayment shall have no force or effect; (iii) each prepayment pursuant be paid to this Section 5.01(a) the Lenders in accordance with their respective Pro Rata Shares in respect of the Term Facility. If such notice is given and not revoked as provided above, Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein accompanied by the amount of accrued and unpaid interest thereon (and in the case of Term SOFR Advances, any Loans made amounts required 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(a3.3), 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;.

Voluntary Prepayments. (a) Section 253. The Borrower Borrowers shall have the right to prepay the Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, without premium or penaltypenalty (other than as set forth in Section 5.1(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i1) the Parent Borrower shall give the Administrative Agent prior at the Administrative Agent’s Office written notice of its intent to make such prepayment (which may be conditioned on the occurrence of any specified transaction and, if such specified transaction does not occur as intended, such notice may be revoked or amended by the Parent Borrower), the amount of such prepayment and (in the case of Term SOFR Loans or Eurocurrency Loans) the specific Borrowing(s) pursuant to which they were made, which notice shall be given by the Parent Borrower no later than 12:00 Noon (New York City time) at the Notice Office (xi) 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 EurocurrencyTerm SOFR Loans denominated in Dollars or Euros, three Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount date of such prepayment and the Types of Loans to be prepaid andprepayment, (ii) in the case of Euro Rate LoansEurocurrency Loans denominated in Euros, three Business Days prior to the specific Borrowing or Borrowings pursuant to which date of such Euro Rate Loans were madeprepayment, and which notice the Administrative Agent shall, except (iii) in the case of a prepayment RFR Loans denominated in Pounds Sterling, one Business Day prior to the date of Swingline such prepayment, or (iiiiv) in the case of ABR Loans, promptly transmit to each on the Business Day of the Lenderssuch prepayment; (ii) (x2) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal a minimum amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) Minimum Borrowing Amount and (z) in multiples of the Borrowing Multiple in excess thereof, in each case for Loans of the applicable Type; provided that no partial prepayment of Swingline Term SOFR Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurocurrency Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of Euro Rate Term SOFR Loans or Eurocurrency Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto, then for such Borrowing may not be continued as a Borrowing Term SOFR Loans or Eurocurrency Loans; and (3) in the case of Euro Rate any prepayment of Term SOFR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and or Eurocurrency Loans pursuant to this Section 5.1 on any election day other than the last day of an Interest Period with applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect thereto given by of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans, and individual Borrowings or Types, as the Parent Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Parent Borrower may specify, and absent any such direction, in direct order of maturity. Each prepayment in respect of any Revolving Credit Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Revolving Credit Loans, and individual Borrowings or Types, as the Parent Borrower shall have no force may specify. Section 254. In the event that, on or effect; prior to the date that is twelve months after the Closing Date, the Borrowers (iiii) each make any voluntary prepayment pursuant to this Section 5.01(a) 5.1, or any mandatory prepayment in respect connection with a Debt Incurrence Prepayment Event, in each case, of any Initial Term 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 Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Initial Term Loans or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Initial Term Loans, then the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Lender in respect of such Lender’s Loans that are the subject of such Repricing Transaction, (x) in the case of clause (i), a prepayment premium of Revolving 1.00% of the principal amount of the Initial Term Loans prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction 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;Repricing Transaction. 132 #96533218v9

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the its Notice Office (x) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline LoansLoans provided such notice is given prior to 12:00 Noon (New York time) on such Business Day) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Euro Rate Eurodollar 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, shall promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case)100,000, provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto$1,000,000, then such Borrowing may not be continued as a Borrowing of Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment prepayments of Eurodollar Loans made pursuant to this Section 5.01(a4.01 may only be made on the last day of an Interest Period applicable thereto; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall shall, except as provided in clause (v) below, be applied pro rata among such Loans, provided that ; and (v) at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender;.

Voluntary Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Loans, without premium or penalty, Loans in whole or in part at without premium or penalty (other than any time and from time prepayment premium required to time on the following terms and conditions: be paid pursuant to Section 2.05(c)(ii)); provided that (iA) the Borrower shall give such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to 12:00 Noon any date of prepayment of Eurodollar Rate Loans and (New York City time2) at on the Notice Office date of prepayment of Base Rate Loans; (xB) at least one Business Day’s prior written notice any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (or telephonic notice promptly confirmed in writingC) any prepayment of its intent to prepay Base Rate Loans (shall be in a principal amount of $500,000 or same day notice a whole multiple of $100,000 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 Loansexcess thereof or, which notice (in each case) , if less, the entire principal amount thereof then outstanding. Each such notice shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, in the case of Euro if Eurodollar Rate LoansLoans are to be prepaid, the specific Borrowing or Borrowings pursuant to which Interest Period(s) of such Euro Rate Loans were madeLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and which of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Administrative Agent shallBorrower, except subject to the last sentence of this subsection, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the case date specified therein, or the Borrower shall compensate the Lenders to the extent required by the terms of Section 3.05. Each such optional prepayment shall be applied as among the Loans (and to the installments thereof, if any) at the direction of the Borrower (but applied ratably within each chosen Facility in accordance with respective Applicable Percentages of the Lenders of that Facility). A notice of a voluntary prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to under this Section 5.01(a) shall may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or the consummation of another transaction, in which case such notice may be in an aggregate principal amount of at least $5,000,000 revoked by the Borrower (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable by notice to the Administrative Agent in any given case), on or prior to 11:00 a.m. on the specified effective date) if such condition is not satisfied; provided that if upon such revocation, the Borrower shall compensate the Lenders for any partial actions the Lenders have taken in reliance upon such notice of voluntary prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro 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 Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given extent required by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this terms of 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;3.05.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (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 Eurodollar Loans, which notice (in each case) shall specify whether Initial Term Loans, Incremental Term Loans under a given Tranche, 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 Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate 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; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate 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 Euro Rate Eurodollar Loans (and same such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;; (iv) each prepayment in respect of any Tranche of Term Loans made pursuant to this Section 5.01(a) shall be allocated among each of the outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment; and (v) each prepayment of any Tranche of Term Loans pursuant to this Section 5.01(a) shall reduce the then remaining Scheduled Repayments of such Tranche on a pro rata basis (based upon the then remaining amounts of such Scheduled Repayments of such Tranche).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans (other than Competitive Bid 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 such Borrower shall give the Administrative Agent prior to 12:00 Noon 11:00 A.M. (New York City time) at the its Notice Office (x) at least three Business Days' (one Business Day’s 's notice in the case of Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Loans (or same day notice in the case of a prepayment of Swingline other than Competitive Bid Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid), the amount of such prepayment and the Types Type of Loans to be prepaid and, in the case of Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice the Administrative Agent shall, except (other than in the case of a prepayment of one relating to Swingline Loans, ) the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $5,000,000 10,000,000; provided that (or such lesser amount as is acceptable to the Administrative Agentx) and (z) each partial prepayment prepayments of a Borrowing of Swingline Loans pursuant to this Section 5.01(aare permitted in minimum amounts of $100,000 and (y) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto$25,000,000, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same Eurodollar Loan shall automatically be converted into at the end of the then current Interest Period to a Borrowing of Base Rate Loans; (iii) and any election prepayments of Eurodollar Loans may be made pursuant to this Section 4.01 only on the last day of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effectapplicable thereto; and (iiiiv) each prepayment pursuant to this Section 5.01(a) 4.01 in respect of any Loans (other than Competitive Bid Loans) made pursuant to a Borrowing shall be applied pro rata among such Loans (other than Competitive Bid Loans, ); provided that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan Loans of a Defaulting Lender;Bank. The Borrower shall not have the right to voluntarily prepay any Competitive Bid Loans.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay 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 its Notice Office (x) at least one Business Day’s 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 (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 Eurodollar Loans, which notice (in each case) shall specify whether Tranche B-1 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 Euro Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice the Administrative Agent shallnotice, except in the case of a prepayment of Swingline Loans, the Administrative Agent shall promptly transmit to each of the LendersBanks; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least (x) $5,000,000 1,000,000 (or, if less, the full amount of such outstanding Loans) in the case of Tranche B-1 Term Loans, (y) $250,000 (or, if less, the full amount of such outstanding Loans) in the case of Revolving Loans or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment $100,000 (or, if less, the full amount of Swingline Loans pursuant to this Section 5.01(athen outstanding) shall be in an aggregate principal amount the case of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), Swingline Loans; provided that if any partial prepayment of Euro Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than (1) in the Minimum Borrowing Amount applicable theretocase of Tranche B-1 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 Euro Rate Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment prepayments of Eurodollar Loans made pursuant to this Section 5.01(a4.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.12; (iv) each prepayment in respect of any Tranche B-1 Term Loans made pursuant to a Borrowing shall shall, except as set forth below, be applied pro rata among such Tranche B-1 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 Administrative Agent at its Notice Office (which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank’s individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans for any Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment, and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) have been obtained; 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 5.01(a)4.01, such prepayment shall not, so long as no Default or Event of Default then exists, not be applied to any Revolving Loan of a Defaulting Lender;Bank. Each prepayment of principal of Tranche B-1 Term Loans pursuant to this Section 4.01 shall be applied to reduce, in order of maturity for Scheduled Repayments, the Scheduled Repayments remaining for the next succeeding 12 months (as of the date of such prepayment) of such Tranche B-1 Term Loans and thereafter, to the then remaining Scheduled Repayments of such Tranche B-1 Term Loans pro rata based upon the then remaining principal amount of each Scheduled Repayment.