Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), on the following terms and conditions: (i) the Borrower shall give the Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; (iii) any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Section

Voluntary Prepayments. (a) The Each Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term shall have the right to prepay the Loans and E Tranche Term Loans without premium or penalty in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the applicable Borrower shall give the Administrative Agent irrevocable written notice (which notice may be conditioned upon the happening of an event) at its Notice Address (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans (and if so, the applicable Term Loan Facilities), Dollar Revolving Loans or Multicurrency Revolving Loans, the amount of such prepayment and, in the case of Eurodollar Rate Loans, and the specific Borrowing or Borrowings pursuant to which madesuch prepayment is to be applied, which notice shall be given by the applicable Borrower to Administrative Agent by 12:00 Noon (New York City time) at least three (3) Business Days prior in the case of Eurocurrency Loans and at least one (1) Business Day prior in the case of Base Rate Loans to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the applicable Lenders; ; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and 1,000,000 or €1,000,000 (or the Dollar Equivalent thereof in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, any other Alternative Currency); provided that no partial prepayment of Eurodollar Rate Eurocurrency Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Minimum Borrowing Amount applicable thereto; (c) Eurocurrency Loans may only be prepaid pursuant to this Section 2.4; (iii) any repayment of a Eurodollar Rate Loan 4.3 on a day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to the provisions Section 3.5; (d) each prepayment in respect of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among the Revolving LendersLoans comprising such Borrowing, Supplemental Revolving Lendersprovided, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan that such prepayment shall not be applied to any 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 Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may beShare of all Loans then outstanding; and (vie) in the case of a each voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche pursuant to this Section 4.3 shall be applied (i) to the particular Term Loans Loan Facilities as to which specified by the applicable Borrower requests a waiver in the notice delivered pursuant to Section 3.6(f), 4.3(a) (or in the notice of prepayment shall be given at least ten (10) Business Days prior to the date absence of such proposed prepayment direction, among the Term Loan Facilities on a pro rata basis) and shall(ii) within each Term Loan Facility, subject as directed by the applicable Borrower to Section 3.6(f), be irrevocable; any or all of the remaining Scheduled Term Repayments with respect to such Term Loan Facility (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(bin the amounts designated by such Borrower); and (viii) voluntary repayments provided that in the absence of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on direction from the proposed repayment date of which the Borrower has notified the Agentapplicable Borrower, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Administrative Agent shall apply repayments without regard such prepayment to the remaining Scheduled Term Repayments with respect to such ratios Term Loan Facility in direct order of maturity. Unless otherwise specified by the applicable Borrower, such prepayment under a Term Loan Facility shall be applied first to repay Eurodollar the payment of Base Rate Loans coming due and second to the extent necessary payment of such Eurocurrency Loans under such Term Loan Facility. The notice provisions, the provisions with respect to avoid the minimum amount of any prepayment and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Administrative Agent and may be waived or minimize breakage costs and expenses imposed under Sectionmodified unilaterally by Administrative Agent.

Voluntary Prepayments. (a) The Borrower may repay shall have the right to prepay Revolving Credit Loans and Swingline Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least no later than (i) in the case of Revolving Credit Loans, 1:00 p.m. (New York time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans) or (ii) in the case of Swingline Loans and Permitted Overadvances, 1:00 p.m. (New York time) on, the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; relevant Lenders or the Swingline Lender, as the case may be, (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Revolving Credit Loans shall be in an aggregate principal amount a multiple of at least $5,000,000 500,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in integral multiples a multiple of $1,000,000 above such minimum, 100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount for Eurodollar Loans; (iiic) any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 5.1 on a 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 2.16; (iv) except as otherwise provided 2.11. At the Borrower’s election in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, connection with any prepayment of the Term Loanpursuant to this Section 5.1, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall not be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving to any Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionDefaulting Lender.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the The Borrower shall give the Administrative Agent prior to 10:00 a.m. (New York time) at its Notice Office at least three Business Days' prior written notice (or telephonic in the case of Eurodollar Loans and one Business Day's prior written notice promptly confirmed in writing) the case of Base Rate Loans of its intent to prepay the Loans, whether A Term Loans, B Term Loans, C Term Loans, Acquisition Loans, A Revolving Loans or B Revolving Loans shall be prepaid (which Loans may be selected at the discretion of the Borrower subject to any limitations contained in clauses (ii) through (vi) below), the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Administrative Agent shall promptly be transmitted by the Agent transmit to each of the Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and the applicable Minimum Borrowing Amount and, if greater, in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, 100,000; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount; (iii) any repayment no prepayments of a Eurodollar Rate Loan Loans made pursuant to this Section 3.01 may be made on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; thereto; (iv) except as otherwise provided each prepayment in Section 3.6(f), respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans; (v) each prepayment of Term Loans or Acquisition Loans pursuant to this Section 3.01 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 Acquisition Loans (in an amount equal to the Acquisition TL Percentage of such prepayment); provided, however, prior to the Acquisition Loan Termination Date, a prepayment of Acquisition Loans shall not be required to be accompanied by a prepayment of Term Loans and a prepayment of Term Loans shall not be required to be accompanied by a prepayment of Acquisition Loans; and (vi) each prepayment of Acquisition Loans after the Acquisition Loan Termination Date and each prepayment of Term Loans pursuant to this Section 3.01 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche being repaid on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment). (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b) and/or Section 12.17(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) to repay all Loans, together with accrued and unpaid interest, Fees and all 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 12.12(b) and/or Section 12.17(b) so long as (A) in the case of the repayment of A Revolving LendersLoans, Supplemental B Revolving LendersLoans and/or Acquisition Loans prior to the Acquisition Loan Termination Date pursuant to this clause (b), Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective the A Revolving Loan Pro Rata SharesCommitment, Supplemental B Revolving Loan Pro Rata Shares, Term Commitment and/or Acquisition Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesCommitment, as the case may be; , of such Bank is terminated concurrently with such repayment pursuant to Section 2.02(b) (viat which time Schedule I shall be deemed modified to reflect the changed A Revolving Loan Commitments, B Revolving Loan Commitments and/or Acquisition Loan Commitments), and (B) in the case of a voluntary prepayment the repayment of Loans of any Bank, the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which consents required by Section 12.12(b) and/or Section 12.17(b) in connection with the Borrower requests a waiver repayment pursuant to Section 3.6(f), the notice of prepayment this clause (b) shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay any Class of the Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time without premium or in part from time to time, without penalty or premium (except as provided below in Section 3.2(b)4.01(c) and subject to Section 2.11), in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent prior to 2:30 P.M. (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Base Rate Loans and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Term Loans to be prepaid and, in the case of Eurodollar Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall the Administrative Agent shall, promptly be transmitted by the Agent transmit to each of the Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing Class of Swing Line LoansTerm Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples 1,000,000 or a whole multiple of $1,000,000 above 100,000 in excess thereof (or such minimum and each lesser amount as is acceptable to the Administrative Agent); provided that if any partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, provided that no partial prepayment of Eurodollar Rate LIBOR Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as set forth in Section 2.4a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any repayment Class of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; and (iv) each prepayment of any Class of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the Revolving then remaining Scheduled Repayments thereof as directed by the Borrower or, absent such direction, in direct order of maturity thereof. (b) In the event of refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days’ prior written notice by the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), Supplemental Revolving Lendersto repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) and terminate all Commitments of such Lender in accordance with, and subject to the requirements of Section 12.12(b), so long as the consents, if any, required by Section 12.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, Loans of any Class pursuant to this Section 4.01(b) shall reduce the then remaining Scheduled Repayments on a pro rata basis (based on their respective Revolving Loan Pro Rata Sharesthe then remaining principal amount of each such Scheduled Repayment after giving effect to all prior reductions thereto). (c) If, Supplemental Revolving Loan Pro Rata Sharesprior to the six month anniversary of the Closing Date, (x) the Borrower makes any prepayment of Term Loan Pro Rata SharesLoans with the proceeds of any debt financing referred to in clause (x) of the definition of “Repricing Transaction” (other than ABL Loans), Additional Term Loan Pro Rata Sharesor (y) effects any amendment of this Agreement resulting in a Repricing Transaction, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Sharesthe Borrower shall pay to the Administrative Agent, as for the case may be; ratable account of each Lender (viincluding any Lender that is replaced for failing to consent to such amendment), (I) in the case of clause (x), a voluntary prepayment premium of 1% of the Term Loans, Additional Term Loans, D Tranche aggregate principal amount of such Term Loans being prepaid and E Tranche (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the Class of Term Loans as subject to which such Repricing Transaction. (d) Notwithstanding anything to the contrary contained in this Agreement, the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shallmay, subject to Section 3.6(f)2.11, be irrevocable; (vii) all prepayments rescind any notice of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations prepayment pursuant to Section 7.24.01(a) or (b) if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class, the Agent which refinancing shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid not be consummated or minimize breakage costs and expenses imposed under Sectionshall otherwise be delayed.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans and Swingline Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to timeeach case, without penalty premium or premium (except as provided penalty, in Section 3.2(b)), on the following terms and conditions:whole (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Rate LIBOR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to no later than (i) in the date case of such prepayment (or by 11:00 LIBOR Loans, 10:00 a.m. (New York City time) on the date of prepayment three Business Days prior to, (ii) in the case of a ABR Loans (other than Swingline Loans), 10:00 a.m. (New York City time) one Business Day prior to, or (iii) in the case of Swingline Loans, 10:00 a.m. (New York City time) on, the date of such prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum 10,000,000 and each partial prepayment of a Swing Line Loan Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum500,000, provided that no partial prepayment of Eurodollar Rate LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on a 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 2.16; 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (ivx) except applied to Term Loans in such manner as otherwise provided in Section 3.6(f)the Borrower may determine and (y) applied to reduce Tranche A Repayment Amounts, Tranche B Repayment Amounts, Tranche C Repayment Amounts and/or any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche New Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesRepayment Amounts, as the case may be; (vi) , in such order as the case Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionDefaulting Lender.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay Loans and Swingline Loans, Terms Loansin each case, Additional Term Loanswithout premium or penalty, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Rate LIBOR Loans, ) the specific Borrowing or Borrowings pursuant to which madeBorrowing(s) being prepaid, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. no later than 1:00 p.m. (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to and (ii) in the case of ABR Loans on the date of such prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; ; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loansi) LIBOR Loans shall be in an aggregate principal a minimum amount of at least $5,000,000 500,000 and in integral multiples of $1,000,000 above such minimum 100,000 in excess thereof, and each partial prepayment of a Swing Line Loan (ii) any ABR Loans shall be an aggregate principal in a minimum amount of at least $1,000,000 500,000 and in integral multiples of $1,000,000 above such minimum, 100,000 in excess thereof; provided that no partial prepayment of Eurodollar Rate LIBOR Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4applicable Minimum Borrowing Amount for such LIBOR Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan LIBOR Loans pursuant to this Section 5.1 on a 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 2.16; 2.11. Each such notice shall specify the date and amount of such prepayment and the Type of Loans to be prepaid. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loans of a Defaulting Lender. Notwithstanding the foregoing (iv) except and as otherwise provided in clause (1) of the proviso to Section 3.6(f2.17(a)), the Borrower may not prepay Extended Loans of any voluntary prepayment Extension Series unless such prepayment, to the extent any such Existing Loans are outstanding, is accompanied by a pro rata repayment of Existing Loans of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment Specified Existing Commitment Class of the Term Loan, Additional Term Loan Existing Class from which such Extended Loans and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of Extended Commitments were converted (or such Loans and without making any proportionate prepayment Commitments of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans Existing Class have otherwise been repaid and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) terminated in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(ffull), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Section.

Voluntary Prepayments. (a) The Borrower may repay shall have the right to prepay the Loans, and the right to allocate such prepayments to Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Swingline Loans and/or Term Loans and E Tranche Term Loans as the Borrower elects, in whole at any time or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment andprepayment, the Type of Loans to be repaid and (in the case of Eurodollar Rate Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice (I) shall be given by the Borrower prior to 10:00 A.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans, (or by 11:00 a.m. (New York City timey) on the date of such prepayment in the case of a Swingline Loans and (z) at least three Business Days prior to the date of such prepayment in the case of Swing Line Eurodollar Loans and (II) shall, except in the case of Swingline Loans) and which notice shall , promptly be transmitted by the Administrative Agent to each of the Lenders; ; (ii) each partial prepayment of any Borrowing (other than a prepayments in full of (x) all outstanding Base Rate Loans or (y) any outstanding Borrowing of Swing Line Eurodollar Loans) shall be in an aggregate principal amount of at least (x) $5,000,000 1,000,000, in the case of Eurodollar Loans, (y) $500,000, in the case of Revolving Loans and Term Loans maintained as Base Rate Loans and (z) $100,000, in the case of Swingline Loans and, in each case, if greater, in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum100,000, provided provided, that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount applicable thereto; (iii) at the time of any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 4.01 on a day any date other than the last day of an the Interest Period applicable thereto thereto, the Borrower shall be subject pay the amounts required pursuant to the provisions of Section 2.16; 1.11; (iv) except as otherwise provided in Section 3.6(f)clause (vi) below, each prepayment in respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans made pursuant to such Borrowing, provided, that at the Borrower’s election in connection with any prepayment of Revolving LendersLoans pursuant to this Section 4.01, Supplemental such prepayment shall not be applied to any Revolving LendersLoans of a Defaulting Lender; (v) each prepayment of principal of Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments pro rata (based upon the then remaining principal amounts of the Scheduled Repayments after giving effect to all prior reductions thereto); provided that (x) at any time the Borrower may, at its option, direct that any voluntary prepayment of Term LendersLoans pursuant to this Section 4.01 (except pursuant to clause (vi) below) be applied (in which case it shall be applied) (I) first, Additional Lendersto reduce the first four immediately succeeding Scheduled Repayments (after giving effect to all prior reductions thereto) as of the date of the respective payments pursuant to this Section 4.01 in direct order of maturity and (II) second, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Sharesto the extent in excess thereof, as otherwise provided above without regard to this proviso and (y) repayments of Term Loans pursuant to clause (vi) below shall only apply to reduce the case may bethen remaining Scheduled Repayments to the extent the Term Loans so repaid are not replaced (and are not required to be replaced) pursuant to Section 13.01(b), with any such reductions to reduce the then remaining Scheduled Repayments in the manner provided above in this clause (v) (without regard to preceding clause (x) of this proviso), unless otherwise specifically agreed by the Required Lenders; and (vi) in the case event of certain refusals by a voluntary prepayment Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 13.01(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Term LoansLenders), Additional Term Loanselect to repay all Loans of such Lender (including all amounts, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver if any, owing pursuant to Section 3.6(f1.11), the notice of prepayment shall be given at least ten together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (10) Business Days prior or owing to such Lender with respect to each Tranche which gave rise to the date of need to obtain such proposed prepayment and shall, subject to Lender’s individual consent) in accordance with said Section 3.6(f13.01(b), be irrevocable; so long as (viiA) all prepayments in the case of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments the repayment of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect of any Lender pursuant to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agentthis clause (vi), the Revolving Loan Availability Ratio and Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the Supplemental changed Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of Commitments) and (B) the Obligations consents required by Section 13.01(b) in connection with the repayment pursuant to Section 7.2, the Agent this clause (vi) shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The Borrower may repay Revolving LoansBorrowers may, Terms Loansupon providing an Optional Prepayment Notice to the Administrative Agent, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, voluntarily prepay Loans in whole or in part without premium or penalty or premium (except as set forth in Sections 2.05(a)(iii) below; provided in Section 3.2(b)), on that (1) such notice must be received by the following terms and conditions: Administrative Agent not later than (iA) the Borrower shall give the Agent written notice 12:00 p.m. (or telephonic notice promptly confirmed in writingNew York City time) of its intent to prepay the Loans, the amount of such prepayment and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one three Business Day Days prior to the any date of such prepayment of Eurocurrency RateTerm SOFR Loan or Alternative Currency Loans and (or by B) 11:00 a.m. (New York City time) on the date of prepayment in of Base Rate Loans (or such shorter period as the case of a Administrative Agent shall agree); (2) any prepayment of Swing Line Eurocurrency RateTerm SOFR Loans or Alternative Currency Loans shall be (x) in a principal amount of $3,000,000 (or the equivalent Dollar Amount), or (y) a whole multiple of $1,000,000 (or the equivalent Dollar Amount) in excess thereof; and (3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $1,000,000, or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment, the Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans or Alternative Currency Loans and Eurocurrency RateTerm SOFR Loans) and which notice shall promptly be transmitted , absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans or Alternative Currency Daily Rate Loans to the full extent thereof before application to Eurocurrency RateTerm SOFR Loans and Alternative Currency Term Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.06). The Administrative Agent to will promptly notify each Lender of its receipt of each such Optional Prepayment Notice, and of the Lenders; amount of such Lender’s ratable portion of such prepayment (based on such Lender’s ratable share of the relevant Facility). If such Optional Prepayment Notice is given by the Borrowers, subject to clause (ii) each partial below, the Borrowers shall make such prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) and the payment amount specified in such Optional Prepayment Notice shall be in an aggregate principal amount of at least $5,000,000 due and in integral multiples of $1,000,000 above such minimum and each partial payable on the date specified therein. Any prepayment of a Swing Line Eurocurrency RateTerm SOFR Loan or Alternative Currency Term Rate Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimumaccompanied by all accrued interest thereon, provided that no partial prepayment of Eurodollar Rate Loans made together with any additional amounts required pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; (iii2.05(a)(iii) any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of and Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary 3.06. Each prepayment of the Term Loanprincipal of, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997interest on, any prepayment of the Term LoanRevolving Credit Loans denominated in an Alternative Currency, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect the relevant Alternative Currency. Subject to such repayments and any other proposed repayments Section 2.17, each prepayment of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving outstanding Term Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations Tranches pursuant to this Section 7.2, the Agent 2.05(a) shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due be applied to the extent necessary Term Loan Tranche or Term Loan Tranches designated on such Optional Prepayment Notice on a pro rata basis among the Term Lenders within such Term Loan Tranche. Subject to avoid or minimize breakage costs and expenses imposed under SectionSection 2.17, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Borrowers (or, if the Borrowers have not made such designation, in direct order of maturity), but, in any event, on a pro rata basis to the Lenders within such Term Loan Tranche.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Deposit L/C Loans, Supplemental Revolving Credit Loans, D Tranche Term Extended Revolving Credit Loans, New Revolving Credit Loans and E Tranche Term Loans Swingline Loans, without premium or penalty, in whole at any time or in part part, from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, in the case of Eurodollar Rate LIBOR Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to no later than (i) in the date case of such prepayment (Term Loans, Deposit L/C Loans, Revolving Credit Loans, New Revolving Credit Loans or by 11:00 a.m. Extended Revolving Credit Loans, 1:00 p.m. (New York City time) on the date of prepayment (x) one Business Day prior to (in the case of a prepayment of Swing Line ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans), or (ii) in the case of Swingline Loans, 1:00 p.m. (New York City time), the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; relevant Lenders or the Swingline Lender, as the case may be, (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Term Loans) , Deposit L/C Loans, Revolving Credit Loans, New Revolving Credit Loans or Extended Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, 500,000; provided that no partial prepayment of Eurodollar Rate LIBOR Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount for LIBOR Loans and (iiic) any repayment prepayment of a Eurodollar Rate Loan LIBOR Loans pursuant to this Section 5.1 on a 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 tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Repayment Amounts, in such order as the Borrower may determine; provided the Borrower may not (x) prepay Extended Term Loans of any Extension Series pursuant to this Section 5.1 unless such prepayment is accompanied by at least a pro rata prepayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full) or (y) prepay Extended Deposit L/C Loans of any Extension Series pursuant to this Section 5.1 unless such prepayment is accompanied by at least a pro rata prepayment of Deposit L/C Loans of the Existing Deposit L/C Loan Class from which such Extended Deposit L/C Loans were converted (or such Deposit L/C Loans of the Existing Deposit L/C Loan Class have otherwise been repaid in full). For the avoidance of doubt, (x) 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 were converted from such Existing Term Loan Class and (y) the Borrower may prepay Deposit L/C Loans of an Existing Deposit L/C Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Deposit L/C Loans that were converted from such Existing Deposit L/C Loan Class. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 2.16; 5.2(d) or (iv) except as otherwise provided in Section 3.6(fe), any voluntary prepayment of as applicable. At the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, Borrower’s election in connection with any prepayment of the Term Loanpursuant to this Section 5.1, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall not be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving to any Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionDefaulting Lender.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans and Swingline Loans, Supplemental Revolving Loansin each case, D Tranche Term Loans and E Tranche Term Loans without premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: conditions and subject to clause (ib) and (c) below: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Rate LIBOR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to no later than (i) in the date case of such prepayment (Term Loans or by 11:00 Revolving Credit Loans, 10:00 a.m. (New York City time) on the date of prepayment one Business Day prior to, or (ii) in the case of a Swingline Loans, 10:00 a.m. (New York City time) on, the date of such prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in an aggregate principal amount a multiple of at least $5,000,000 100,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in integral multiples a multiple of $1,000,000 above such minimum10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of Eurodollar Rate LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans and (iiic) any repayment prepayment of a Eurodollar Rate Loan LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on a 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 2.16; 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be applied to reduce Repayment Amounts in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (ivb) except as otherwise provided in Section 3.6(f)In the event that, on or prior to the first anniversary of the Closing Date, there shall become effective any voluntary amendment, amendment and restatement or other modification of this Agreement which reduces the Applicable ABR Margin or Applicable LIBOR Margin with respect to the Term Loans or any optional prepayment or refinancing of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment Loans with proceeds of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on substantially concurrent incurrence of new long-term Indebtedness having lower applicable rates than the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of Applicable ABR Margin or Applicable LIBOR Margin for the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans then in effect, each such amendment, amendment and E Tranche Term Loans shall be applied pro rata among the Revolving Lendersrestatement, Supplemental Revolving Lendersmodification, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Sharesprepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of (i) the Term Loans outstanding on the effective date of such amendment with respect to which the Applicable ABR Margin or Applicable LIBOR Margin thereon has been reduced or (ii) the Term Loans that are repaid or refinanced, as applicable; provided, that in determining the Applicable ABR Margin or Applicable LIBOR Margin applicable to the Term Loans and such Indebtedness, (vix) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Tranche B Term Loans or such Indebtedness in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) any underwriting or arrangement fees payable to the arrangers or their Affiliates in connection with the Term Loans and such Indebtedness shall be excluded. For the avoidance of doubt, the requirements of this clause (b) shall not apply with respect to any amendment, amendment and restatement or other modification of this Agreement that requires or permits a transaction that results in a change from Level II Status to Level I Status but does not otherwise amend the Applicable ABR Margin or the Applicable LIBOR Margin with respect to the Term Loans. (c) Notwithstanding anything in any Credit Document to the contrary, the Borrower may prepay the outstanding Term Loans on the following basis so long as no Default or Event of Default has occurred and is continuing or would occur after giving effect thereto and the Borrower shall be in compliance with the covenants set forth in Section 11 on a pro forma basis after giving effect thereto: (i) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 5.1(c); provided, that (x) the Borrower shall not borrow Revolving Credit Loans to fund any Discounted Term Loan Prepayment and (y) the Borrower shall not initiate any action under this Section 5.1(c) in order to make a Discounted Term Loan Prepayment unless (1) at least ten Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Tranche B Term Loan Lender and/or Incremental Tranche B Term Loan Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a voluntary Tranche B Term Loan Lender and/or Incremental Tranche B Term Loan Lender. (A) Subject to the proviso to paragraph (i) above, the Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Administrative Agent with three Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Tranche B Term Loan Lender or to each Incremental Tranche B Term Loan Lender on a Class by Class basis, (II) any such offer shall specify the aggregate outstanding amount of Tranche B Term Loans or Incremental Tranche B Term Loans, as applicable, offered to be prepaid (the “Specified Discount Prepayment Amount”), the Class of Term Loans subject to such offer and the specific percentage discount to par value (the “Specified Discount”) of the outstanding amount of such Term Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000, and (IV) subject to paragraph (x) of this Section 5.1(c), each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Administrative Agent will promptly provide each relevant Tranche B Term Loan Lender and Incremental Tranche B Term Loan Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Administrative Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to the relevant Tranche B Term Loan Lenders and/or Incremental Tranche B Term Loan Lenders (the “Specified Discount Prepayment Response Date”). (B) Each relevant Tranche B Term Loan Lender and Incremental Tranche B Term Loan Lender receiving such offer shall notify the Administrative Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount of such Lender’s outstanding amount of Term Loans and Classes of Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Tranche B Term Loan Lender and Incremental Tranche B Term Loan Lender whose Specified Discount Prepayment Response is not received by the Administrative Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept such Borrower Offer of Specified Discount Prepayment. (C) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Term Loans pursuant to this paragraph (ii) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to the foregoing clause (B); provided that, if the aggregate outstanding amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective outstanding amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Administrative Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Tranche B Term Loan Lenders and Incremental Tranche B Term Loan Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate outstanding amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Tranche B Term Loan Lender and Incremental Tranche B Term Loan Lender of the Discounted Prepayment Effective Date, and the aggregate outstanding amount and the Tranches of all Term Loans to be prepaid at the Specified Discount on such date, and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the outstanding amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with paragraph (vi) below (subject to paragraph (x) below). (A) Subject to the proviso to paragraph (i) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Administrative Agent with three Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Tranche B Term Loan Lender or to each Incremental Tranche B Term Loan Lender on a Class by Class basis, (II) any such notice shall specify the maximum aggregate outstanding amount of the relevant Term Loans the Borrower is willing to prepay at a discount (the “Discount Range Prepayment Amount”), the Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the outstanding amount of such Term Loans willing to be prepaid by the Borrower, (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000, and (IV) subject to paragraph (x) of this Section 5.1(c), each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Administrative Agent will promptly provide each relevant Tranche B Term Loan Lender and Incremental Tranche B Term Loan Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Tranche B Term Loan Lender or Incremental Tranche B Term Loan Lender to the Administrative Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to the relevant Tranche B Term Loan Lenders and Incremental Tranche B Term Loan Lenders (the “Discount Range Prepayment Response Date”). Each relevant Tranche B Term Loan Lender’s and Incremental Tranche B Term Loan Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans and the maximum aggregate outstanding amount and tranches of such Term Loans such Lender is willing to have prepaid at the Submitted Discount (the “Submitted Amount”). Any Tranche B Term Loan Lender or Incremental Tranche B Term Loan Lender whose Discount Range Prepayment Offer is not received by the Administrative Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (B) The Administrative Agent shall review all Discount Range Prepayment Offers received by it by the Discount Range Prepayment Response Date and will determine (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this paragraph (iii). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Administrative Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate outstanding amount equal to the lesser of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following clause (C)) at the Applicable Discount (each such Lender, a “Participating Lender”). (C) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate outstanding amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par larger than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the Term Loans, Additional Term Loans, D Tranche outstanding amount of the relevant Term Loans and E Tranche Term Loans as for those Participating Lenders whose Submitted Discount is a discount to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior par larger than or equal to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; Applicable Discount (viithe “Identified Participating Lenders”) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made pro-rata among the Identified Participating Lenders in conjunction accordance with one another the Submitted Amount of each such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio Identified Participating Lender and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionAdministrative

Voluntary Prepayments. (a) The Borrower may repay Revolving LoansBorrowers shall have the right to prepay the Loans without premium or penalty, Terms Loanssubject to clause (b) below, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Rate LIBOR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by Borrowers no later than 11:00 a.m. (New York City time) on the date of prepayment , or London, England time in the case of a Loans denominated in Euros) (A) in the case of LIBOR Loans, three Business Days prior to or (B) in the case of ABR Loans, one Business Day prior to, the date of such prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; Lenders and (ii) each partial prepayment of (A) any Borrowing (other than a Borrowing of Swing Line Loans) LIBOR Loans denominated in Dollars shall be in an aggregate principal a minimum amount of at least $5,000,000 and 10,000,000 (or, in integral the case of Loans denominated in Euros, €10,000,000) and, in the case of Dollar Term Loans, in multiples of $1,000,000 above such minimum in excess thereof (or, in the case of Euro Term Loans, in multiples of €1,000,000 in excess thereof) and each partial prepayment of a Swing Line Loan (B) any ABR Loans shall be an aggregate principal in a minimum amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, 100,000 in excess thereof; provided that no partial prepayment of Eurodollar Rate LIBOR Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth applicable Minimum Borrowing Amount for such LIBOR Loans. Each prepayment in respect of any Loans pursuant to this Section 2.4; (iii) any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto 4.1 shall be (x) applied to the Class or Classes of Loans as the Borrowers may specify and (y) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f2.15(e), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Extended Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesRepayment Amounts, as the case may be, in each case, in such order as the Borrowers may specify. Notwithstanding the foregoing, the Borrowers may not repay Extended Term Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Loans of the Existing Class from which such Extended Term Loans were converted (or such Loans of the Existing Class have otherwise been repaid in full). A notice of prepayment under this Section 4.1(a) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrowers (by written notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; provided that the Borrowers shall pay any amounts due under Section 2.11, if any, in connection with any such revocation. (vib) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrowers (i) make any prepayment of Initial Term Loans in connection with any Repricing Transaction, or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each Lender holding such Initial Term loans, (A) in the case of a voluntary Repricing Transaction described in clause (i), a prepayment premium of 1% of the Term Loans, Additional Term Loans, D Tranche amount of the Initial Term Loans being prepaid and E Tranche (B) in the case of an amendment described in clause (ii), a payment premium equal to 1% of the aggregate amount of the Initial Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment each Lender that shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect not have consented to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionamendment.

Voluntary Prepayments. (a) Section 253. The Borrower may repay Revolving Borrowers shall have the right to prepay Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche including Term Loans and E Tranche Term Loans Revolving Credit Loans, as applicable, in each case, without premium or penalty (other than as set forth in Section 5.1(b)), in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i1) the Parent Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay make such prepayment (which may be conditioned on the Loansoccurrence 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, and (in the case of Eurodollar Rate Term SOFR Loans or Eurocurrency Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which they were made, which notice shall be given by the Parent Borrower at least no later than 12:00 Noon (New York City time) (i) in the case of EurocurrencyTerm SOFR Loans denominated in Dollars or Euros, three Business Days prior to the date of such prepayment, (ii) in the case of Eurocurrency Loans denominated in Euros, three Business Days prior to the date of such prepayment, (iii) in the case of RFR Loans denominated in Pounds Sterling, one Business Day prior to the date of such prepayment prepayment, or (or by 11:00 a.m. (New York City timeiiiiv) on the date of prepayment in the case of a prepayment ABR Loans, on the Business Day of Swing Line Loans) and which notice shall promptly be transmitted by the Agent to each of the Lenderssuch prepayment; (ii2) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal a minimum amount of at least $5,000,000 the Minimum Borrowing Amount and in integral multiples of $1,000,000 above such minimum and the Borrowing Multiple in excess thereof, in each partial prepayment case for Loans of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, the applicable Type; provided that no partial prepayment of Eurodollar Rate Term SOFR Loans or Eurocurrency Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Term SOFR Loans or Eurocurrency Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth applicable Minimum Borrowing Amount for such Term SOFR Loans or Eurocurrency Loans; and (3) in the case of any prepayment of Term SOFR Loans or Eurocurrency Loans pursuant to this Section 2.4; (iii) 5.1 on any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto 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 of any Term Loans pursuant to this Section 5.1 shall be subject (a) applied to the provisions Class or Classes of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loansand individual Borrowings or Types, D Tranche Term Loans as the Parent Borrower may specify and E Tranche Term Loans shall be (b) applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, to reduce Initial Term Loan Pro Rata SharesRepayment Amounts, Additional any New Term Loan Pro Rata SharesRepayment Amounts, D Tranche and, subject to Section 2.14(g), Extended Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesRepayment 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 may specify. Section 254. In the event that, on or prior to the date that is twelve months after the Closing Date, the Borrowers (vii) make any voluntary prepayment pursuant to this Section 5.1, or any mandatory prepayment in connection with a Debt Incurrence Prepayment Event, in each case, of Initial Term Loans 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 voluntary prepayment premium of 1.00% of the Term Loans, Additional Term Loans, D Tranche principal amount of the Initial Term Loans prepaid in connection with such Repricing Transaction and E Tranche (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the Initial Term Loans as outstanding immediately prior to which the Borrower requests a waiver such amendment that are subject to an effective pricing reduction pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionRepricing Transaction. #96533218v9

Voluntary Prepayments. (a) The Parent Borrower may repay shall have the right to prepay Revolving Loans, Terms Loans, Additional Loans or Term Loans, Swing Line Loanswithout premium or penalty (except for amounts payable to Section 1.11), Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part part, from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the Parent Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, specifying whether such Loans are Revolving Loans or Term Loans, the amount of such prepayment and, and (in the case of Eurodollar Rate Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Loans were made, which notice shall be given received by Borrower at least the Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment prepayment, or (or by 11:00 a.m. (New York City timey) on the date of prepayment in the case of a Eurodollar Loans, at least three Business Days prior to the date of such prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum1,000,000, provided that no partial prepayment of Eurodollar Rate any Loans shall reduce the aggregate principal amount of the Loans outstanding to an amount less than $1,000,000; (iii) each prepayment in respect of any Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding be applied pro rata among such Loans; and (iv) prepayments of Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in this Section 2.4; (iii) any repayment of a Eurodollar Rate Loan 4.01 may only be made on a day other than the last day of an Interest Period applicable thereto shall be subject unless concurrently with such prepayment any payments required to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date 1.11 as a result of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionmade.

Voluntary Prepayments. (a) The Borrower may repay Revolving Borrowers shall have the right to prepay Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the relevant Borrower shall give the Administrative Agent at its Notice Office (x) written notice prior to 1:00 P.M. (or telephonic New York time) at least three Business Days prior to the date of such prepayment in the case of Euro Rate Loans, (y) written notice promptly confirmed prior to 1:00 P.M. (New York time) on the date of such prepayment in writingthe case of Base Rate Loans which are Revolving Loans and (z) written notice prior to 1:00 P.M. (New York time) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans which are Term Loans, of its intent to prepay the Loans, whether A-1 Term Loans, A-2 Term Loans, A-3 Term Loans, A-4 Term Loans, A-5 Term Loans or Revolving Loans shall be prepaid (subject to clause (iv) below in the case of any prepayment of Term Loans), the amount of such prepayment and the Types of Loans to be prepaid, and, in the case of Eurodollar Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Administrative Agent shall promptly be transmitted by the Agent transmit to each of the Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 the applicable Minimum Borrowing Amount for the Tranche and in integral multiples Type of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall Loans to be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, prepaid; provided that no partial prepayment of Eurodollar Euro Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; applicable Minimum Borrowing Amount; (iii) each prepayment in respect of any repayment of Loans made pursuant to a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans; provided, however, that at the Borrower's election in connection with any prepayment of Revolving LendersLoans pursuant to this Section 4.01, Supplemental such prepayment shall not be applied to any Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case Loans of a voluntary Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Revolving Percentage of all Revolving Loans then outstanding; (iv) each prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), 4.01 must apply pro rata to each Tranche of Term Loans in accordance with the notice relevant Tranche Percentages; provided that prepayments made pursuant to this Section 4.01 shall not be applied to repay the A-3 Term Loans until the earlier of (x) the date which is five years after the Original Restatement Effective Date and (y) the date on which all other Term Loans have been repaid in full; (v) each prepayment of A Term Loans pursuant to this Section 4.01 shall be given at least ten (10) Business Days prior applied to reduce the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration then remaining Scheduled Repayments of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionrespective Tranche being repaid in direct order of maturity.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans, Supplemental Extended Revolving Credit Loans, D Tranche Term Additional/Replacement Revolving Credit Loans and E Tranche Term Loans Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to no later than (i) in the date case of such prepayment (Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or by 11:00 a.m. Revolving Credit Loans, 1:00 p.m. (New York City time) on the date of prepayment (x) one Business Day prior to (in the case of a prepayment of Swing Line 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 which notice shall promptly be 120 LPL – A&R Credit Agreement transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in an aggregate principal amount a multiple of at least $5,000,000 100,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in integral multiples a multiple of $1,000,000 above such minimum, 100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount for Eurodollar Loans and (iiic) any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 5.1 on a 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 such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, 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 Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 2.16; 5.2(d) and Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender. (ivb) except as otherwise provided Notwithstanding anything to the contrary contained in Section 3.6(f)this Agreement, any voluntary prepayment at the time of the effectiveness of any Repricing Transaction with respect to the Initial Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided Loans that is consummated prior to September 30the date that is six months following the Effective Date, 1997the Borrower agrees to pay to the Administrative Agent, any prepayment for the ratable account of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate each Lender with outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Initial Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; a fee in an amount equal to 1.0% of (vii) in the case of a voluntary prepayment Repricing Transaction of the Term Loanstype described in clause (a) of the definition thereof, Additional Term Loans, D Tranche the aggregate principal amount of all Initial Term Loans prepaid (or exchanged) in connection with such Repricing Transaction, and E Tranche (ii) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of all the Initial Term Loans as outstanding on such date that are subject to which the Borrower requests a waiver an effective pricing reduction pursuant to Section 3.6(f), the notice of prepayment such Repricing Transaction. Such fees shall be given at least ten (10) Business Days prior to due and payable upon the date of the effectiveness of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionRepricing Transaction.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term shall have the right to prepay Loans in whole at any time or in part from time to timepart, without penalty or premium (or, except as provided in Section 3.2(b)1.11(a), penalty, from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment and, and (A) in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which mademade and (B) in the case of Term Loans, the manner in which such prepayment shall be applied to the then remaining Scheduled Repayments to repay outstanding principal of Term Loans, which notice shall be given by the Borrower at least one prior to 3:00 P.M. (New York time) on (x) the Business Day prior to the date of such prepayment in the case of prepayments of Base Rate Loans (or by 11:00 a.m. on the same day of such prepayment in the case of prepayments of Swingline Loans) or (New York City timey) on three Business Days prior to the date of such prepayment in the case of prepayments of Eurodollar Loans, and which notice shall, except in the case of a prepayment of Swing Line Swingline Loans) and which notice shall , promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Swingline Loans) shall be in an aggregate principal amount of at least $5,000,000 500,000 and in integral multiples of $1,000,000 above such minimum and (y) each partial prepayment of a Swing Line Loan Swingline Loans shall be in an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum100,000, provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any repayment of Loans made pursuant to a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving LendersLoans pursuant to this Section 4.01, Supplemental such prepayment shall not be applied to any Revolving Lenders, Loans of a Defaulting Lender; and (iv) each prepayment of Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as Loans pursuant to this Section 4.01 shall be applied to reduce the case may be; (vi) then remaining Scheduled Repayments in the case manner directed by the Borrower to the Administrative Agent in writing as provided above, provided that if no such written direction is given with respect to the application of a voluntary any such prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of such prepayment shall be given at least ten applied (10x) Business Days prior first, in direct order of maturity to those Scheduled Repayments which will be due and payable within 24 months after the date of such proposed prepayment and shall(y) second, subject to Section 3.6(f)the extent in excess thereof, be irrevocable; to the then remaining Scheduled Repayments on a pro rata basis (vii) all prepayments based on the then remaining unpaid principal amount of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that Scheduled Repayments after giving effect to such repayments all prior reductions thereto). (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and any other proposed repayments of Obligations to be made on the proposed repayment date of which extent) provided in Section 12.12(b), the Borrower has notified may, upon five Business Days’ prior written notice to the Agent, Administrative Agent at the Revolving Loan Availability Ratio and Notice Office (which notice the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior Administrative Agent shall promptly transmit to any acceleration each of the Obligations Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 12.12(b) so long as (I) all Commitments of such Lender are terminated concurrently with such repayment pursuant to Section 7.23.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments, and the Agent Adjusted RF Percentages of the various RF Lenders shall apply repayments without regard be automatically adjusted to give effect to such ratios changes), (II) any mandatory repayments required pursuant to repay Eurodollar Rate Section 4.02(A)(a) as a result of the changes to the Adjusted RF Percentages of the various RF Lenders are made and (III) the consents, if any, required under Section 12.12(b) in connection with the repayment pursuant to this clause (b) have been obtained. Each prepayment of any Term Loans coming due pursuant to this Section 4.01(b) shall be applied (except to the extent necessary such Term Loans are being replaced pursuant to avoid or minimize breakage costs and expenses imposed under SectionSection 1.13) to reduce the then remaining Scheduled Repayments of the Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of such Scheduled Repayments after giving effect to all prior reductions thereto).

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Agent prior to 10:00 A.M. (New York time) at its Notice Office at least three Business Days' prior written notice (or telephonic in the case of Eurodollar Loans and one Business Day's prior written notice promptly confirmed in writing) the case of Base Rate Loans of its intent to prepay the Loans, the amount of such prepayment andLoans (or, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment Swingline (or by 11:00 a.m. (New York City timeii) on the date of prepayment in the case of a prepayment prepayments of Swing Line Loans) and which notice shall promptly be transmitted by the Agent to each less than all of the Lenders; (ii) outstanding Loans of a Tranche, each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of equal to at least $5,000,000 and the Minimum Borrowing Amount applicable thereto and, if greater, in integral multiples of (x) $1,000,000 above such minimum 100,000, in the case of Loans (other than Swingline Loans) and each partial prepayment (y) $50,000, in the case of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, Swingline Loans; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount; (iii) any repayment no prepayment of a Eurodollar Rate Loan Loans made pursuant to this Section 4.01 may be made on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; thereto; (iv) except as otherwise provided in Section 3.6(f4.01(b), each prepayment in respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans; (v) each prepayment of A Term Loans, B Term Loans or Capital Expenditure 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) and Capital Expenditure Loans (in an amount equal to the CapEx TL Percentage of such prepayment), it being understood that prior to the Capital Expenditure Loan Conversion Date a prepayment of Capital Expenditure Loans shall not be required to be accompanied by a prepayment of A Term Loans and/or B Term Loans and a prepayment of A Term Loans and/or B Term Loans shall not be required to be accompanied by a prepayment of Capital Expenditure Loans; and (vi) each prepayment of Capital Expenditure Loans after the Capital Expenditure Loan Conversion Date and each prepayment of A Term Loans and B Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche being repaid on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment). (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have -24- 32 been approved by the Required Banks as provided in Section 13.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks) to repay all Loans, together with accrued and unpaid interest, Fees and all 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 of any Bank with a Revolving Loan Commitment or of Capital Expenditure Loans of any Bank with a Capital Expenditure Loan Commitment pursuant to this clause (b), the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Commitment or Capital Expenditure Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesCommitment, as the case may be; , of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (viat which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments or Capital Expenditure Loan Commitments, as the case may be), and (B) in the case of a voluntary prepayment the repayment of Loans of any Bank, the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which consents required by Section 13.12(b) in connection with the Borrower requests a waiver repayment pursuant to Section 3.6(f), the notice of prepayment this clause (b) shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans, Supplemental Extended Revolving Credit Loans, D Tranche Term Additional/Replacement Revolving Credit Loans and E Tranche Term Loans Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to no later than (i) in the date case of such prepayment (Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or by 11:00 a.m. Revolving Credit Loans, 1:00 p.m. (New York City time) on the date of prepayment (x) one Business Day prior to (in the case of a prepayment of Swing Line 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 which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant Swingline Lenders, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in an aggregate principal amount a multiple of at least $5,000,000 100,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in integral multiples a multiple of $1,000,000 above such minimum, 100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount for Eurodollar Loans and (iiic) any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 5.1 on a 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 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Section128 LPL – Conformed A&R Credit Agreement

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche shall have the right to prepay Term Loans and E Tranche Term Loans Revolving Credit Loans, without premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment, whether such prepayment andshall be applied to Term Loans or Revolving Credit Loans, and (in the case of Eurodollar Rate Term Loans and Eurodollar Revolving Credit Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York time) (i) at least one Business Day prior to the date of such prepayment in the case of Term Loans and Revolving Credit Loans maintained as ABR Loans and (or by 11:00 a.m. (New York City timeii) on at least three Business Days prior to the date of such prepayment in the case of a prepayment of Swing Line Term Loans and Revolving Loans maintained as Eurodollar Loans) , and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum1,000,000, provided that no partial prepayment of Eurodollar Rate Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on a 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 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary 2.11. Each prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans pursuant to this Section 5.1 shall be applied to reduce the Term Loans pro rata among rata. At the Revolving LendersBorrower’s election in connection with any prepayment pursuant to this Section 5.1, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, such prepayment shall not be applied to any Term Loan Pro Rata Shares, Additional Term or Revolving Credit Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionDefaulting Lender.

Voluntary Prepayments. (a) The Each Borrower may repay Revolving Loansshall have the right to prepay the Loans made to such Borrower, Terms Loanswithout premium or penalty except as otherwise provided in this Agreement, Additional and the right to allocate such prepayments to Tranche A Term Loans, Swing Line Tranche B Term Loans, Supplemental Revolving LoansLoans and/or Swingline Loans as such Borrower elects, D Tranche Term Loans and E Tranche Term Loans in whole or in part, at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Tranche A Term Loans, Tranche B Term Loans, Multicurrency Facility Revolving Loans, U.S. Borrower Dollar Facility Revolving Loans, Bermuda Borrower Dollar Facility Revolving Loans, Multicurrency Facility Swingline Loans, U.S. Borrower Dollar Facility Swingline Loans and/or Bermuda Borrower Dollar Facility Swingline Loans, the amount and currency (or currencies) of such prepayment the Loans to be prepaid, the Types of Loans to be repaid and, in the case of Eurodollar Euro Rate Loans (other than Swingline Loans), the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower (x) prior to 2:00 P.M. (New York time) at least one Business Day prior to the date of such prepayment in the case of Loans maintained as Base Rate Loans (or by 11:00 a.m. other than Dollar Facility Swingline Loans), (New York City timey) on the date of such prepayment in the case of a Swingline Loans, provided such notice is given prior to 10:00 A.M. (New York time) and (z) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Swing Line Euro Rate Loans (other than Euro Denominated Swingline Loans) and which notice shall shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the Lenders; ; (ii) each partial prepayment applied to any Tranche of any Borrowing (other than a Borrowing of Swing Line Loans) Loans shall be in an aggregate principal amount of at least $5,000,000 and 1,000,000 (taking the Dollar Equivalent of any amounts to be prepaid in integral multiples Euros) (or the applicable Minimum Borrowing Amount in the case of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimumSwingline Loans), provided that no (x) if any partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as set forth a Borrowing of Eurodollar Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect and (y) in Section 2.4; the case of partial prepayments of any Borrowing of Euro Rate Loans (other than Euro Denominated Swingline Loans) denominated in currencies other than Dollars, the Bermuda Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, in the case of Multicurrency Facility Revolving Loans, the Bermuda Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period); (iii) at the time of any repayment prepayment of a Eurodollar Euro Rate Loan Loans (other than Euro Denominated Swingline Loans) pursuant to this Section 4.01 on a day any date other than the last day of an the Interest Period applicable thereto thereto, such Borrower shall be subject pay the amounts required pursuant to the provisions of Section 2.16; 1.11; (iv) except as otherwise provided in Section 3.6(f)clause (vi) below, each prepayment in respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans made pursuant to such Borrowing, provided, that at such Borrower's election in connection with any prepayment of Multicurrency Facility Revolving Loans or Dollar Facility Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their prepayment of the respective Revolving Loan Pro Rata SharesLoans of a Defaulting Lender; (v) each prepayment of principal of Tranche A Term Loans and Tranche B Term Loans pursuant to this Section 4.01 shall, Supplemental Revolving Loan Pro Rata Sharessubject to the immediately succeeding proviso, be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loan Pro Rata SharesLoans (x) at any time prior to the satisfaction in full of the obligations of the U.S. Borrower and its Subsidiaries to effect Contemplated Asset Sales pursuant to Section 8.22, Additional in inverse order of maturity (based upon the then remaining principal amounts of the Scheduled Repayments of such Tranche of Term Loan Pro Rata SharesLoans after giving effect to all prior reductions thereto) and (y) at any time thereafter, D on a pro rata basis (based upon the then remaining principal amounts of the Scheduled Repayments of such Tranche of Term Loan Pro Rata Shares Loans after giving effect to all prior reductions thereto); provided that repayments of any Tranche of Term Loans pursuant to clause (vi) below shall only apply to reduce the then remaining Scheduled Repayments of such Tranche to the extent the Term Loans so repaid are not replaced (and E are not required to be replaced) pursuant to Section 13.12(b), with any such application to reduce the then remaining Scheduled Repayments of the respective Tranche Term Loan Pro Rata Sharesin the manner provided above in this clause (v), as unless otherwise specifically agreed by the case may be; Required Lenders; (vi) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, such Borrower may, upon five Business Days' written notice by an Authorized Officer of such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and pay all accrued and unpaid interest, Fees, and other amounts, in each case owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of a voluntary the repayment of Multicurrency Facility Revolving Loans of any Lender pursuant to this clause (vi), the Multicurrency Facility Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Multicurrency Facility Revolving Loan Commitments), (B) in the case of the repayment of Dollar Facility Revolving Loans of any Lender pursuant to this clause (vi), the Dollar Facility Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Dollar Facility Revolving Loan Commitments), and (C) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (vi) have been obtained; and (vii) in the case of any prepayment of Tranche B Term Loans by the Bermuda Borrower with the proceeds of an Investment in the Bermuda Partnership and the prepayment by the Bermuda Partnership of an intercompany loan to the Bermuda Borrower as contemplated by Section 9.05(xix), such prepayment shall be accompanied by a prepayment of Tranche A Term Loans, Additional Loans by the U.S. Borrower in such amount so that the voluntary prepayments of Term Loans, D Loans at such time is made on a pro rata basis (based upon the TL Repayment Percentages of each such Tranche of Term Loans and E the then outstanding principal amounts of each such Tranche of Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(fLoans), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Section.

Voluntary Prepayments. (a) The Each Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche shall have the right to prepay Term Loans and E Tranche Term Loans Revolving Credit Loans, as applicable, in each case without premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i1) the Parent Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its the applicable Borrower’s intent to prepay the Loansmake such prepayment, the date and amount of such prepayment andprepayment, the Class(es), Type(s) and (in the case of Revolving Credit Loans) Tranche(s) of Loans to be prepaid and (in the case of Eurocurrency Committed Loans) the Interest Periods of such Loans, which notice shall be substantially in the form of Exhibit N or otherwise reasonably acceptable to the Administrative Agent and be received by the Administrative Agent no later than 11:00 a.m. (i) in the case of Eurocurrency Committed Loans denominated in Dollars, three Business Days prior to, (ii) in the case of Eurocurrency Committed Loans denominated in Alternative Currencies, four Business Days (or five Business Days, in the case of Eurodollar Special Notice Currencies) prior to and (iii) in the case of Base Rate Loans and LIBOR Floating Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to to, the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii2) each partial prepayment of (i) any Borrowing (other than a Borrowing of Swing Line Loans) Eurocurrency Committed Loans shall be in an aggregate principal a minimum amount of at least $5,000,000 1,000,000 and in integral multiples of $1,000,000 above such minimum in excess thereof and each partial prepayment of a Swing Line Loan (ii) any Base Rate Loans shall be an aggregate principal in a minimum amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, 100,000 in excess thereof; provided that no partial prepayment of Eurodollar Rate Eurocurrency Committed Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurocurrency Committed Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth applicable Minimum Borrowing Amount for such Eurocurrency Committed Loans, and (3) in the case of any prepayment of Eurocurrency Loans pursuant to this Section 2.4; (iii) 5.1 on any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto thereto, the Parent 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 or cause to be paid to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Subject to Section 2.16, each such prepayment shall be subject applied to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment Loans of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the Lenders in accordance with their respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment Applicable Percentages in respect of the Term Loan, Additional Term Loan and E Tranche Term relevant Facility. (b) No Bid Loan may be made on a proportionate basis based solely on prepaid without the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment prior consent of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving applicable Bid Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionLender.

Voluntary Prepayments. (a) The Borrower Loans may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans be repaid in whole at any time or in part from time without premium or penalty (except, in the case of Loans other than Base Rate Loans and Floating Rate LIBOR Loans, amounts payable pursuant to time, without penalty or premium (except as Section 3.05); provided in Section 3.2(b)), on the following terms and conditionsthat: (i) the Borrower shall give the Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment and, in the case of Eurodollar Rate Loans other than Swingline Loans, the specific Borrowing or Borrowings pursuant to which made, which (A) notice shall thereof must be given by Borrower at least one Business Day prior to the date of such prepayment (or received by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; (iii) any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) three Business Days prior to the date of such proposed prepayment, in the case of Fixed LIBOR Rate Loans denominated in Dollars, (B) four Business Days (or five in the case of prepayment and shall, subject to Section 3.6(f), be irrevocable; (viiof Loans denominated in Special Notice Currencies) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration date of prepayment, in the Obligations pursuant to Section 7.2case of Fixed LIBOR Rate Loans denominated in currencies other than Dollars, and (C) on the date of prepayment, in the case of Base Rate Loans and Floating LIBOR Rate Loans, and in each case, any such prepayment shall be a minimum principal amount of $5 million and integral multiples of $1 million in excess thereof, in the case of Fixed LIBOR Rate Loans and $500,000 and integral multiples of $100,000 in excess thereof, in the case of Base Rate Loans or Floating LIBOR Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; (ii) in the case of USD Swingline Loans, (A) notice thereof must be received by the USD Swingline Lender by 1:00 p.m. on the date of prepayment (with a copy to the Administrative Agent), and (B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the USD Swingline Lender); and (iii) in the case of European Swingline Loans, (A) notice thereof must be received by the European Swingline Lender by 10:00 a.m. (London time) on the date of prepayment, and (B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or lesser amount that may be acceptable to the European Swingline Lender); (iv) any voluntary prepayments on the Term Loan A must be applied to the Term Loan A as the Borrower may direct, or, in the absence of such direction, pro rata to remaining principal amortization installments. Each such notice of voluntary prepayment hereunder shall be irrevocable and shall specify the date and amount of prepayment and the Loans and Type(s) of Loans that are being prepaid and, if Fixed LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. If such notice is given by a Borrower, such Borrower shall apply repayments without regard to make such ratios to repay Eurodollar prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Prepayments of Fixed LIBOR Rate Loans coming due to hereunder shall be accompanied by accrued interest on the extent necessary to avoid amount prepaid and breakage or minimize breakage costs and expenses imposed other amounts due, if any, under SectionSection 3.05.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche shall have the right to --------------------- prepay Acquisition Term Loans and E Tranche Term Revolving Loans in whole at any time or in part from time to time, without premium or penalty or premium (except as provided in Section 3.2(b)for Reserve Adjusted Eurodollar Loans breakage costs, if any), on the following terms and conditions: (i) the Borrower shall give the Agent at the Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment and, in the case of Reserve Adjusted Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Agent to each of the Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 500,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment 100,000 in excess of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, that amount; provided that no partial -------- prepayment of Reserve Adjusted Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan Facility (or the E Tranche Term Loan Portion thereof) shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount; and (iii) any repayment of a Reserve Adjusted Eurodollar Rate Loan Loans may only be prepaid pursuant to this Section 3.01 on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) thereto. Voluntary prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans pursuant to this Section 3.01 shall be applied pro rata among as follows: (A) first, to the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Scheduled Acquisition Term Loan Pro Rata SharesPrincipal Payments, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case inverse order of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b)maturity; and (viiiB) second, to repay Revolving Loans; provided, however, that any voluntary repayments prepayments of Revolving Loans -------- ------- pursuant to this Section 3.01 made on or before the Acquisition Term Loan Commitment Termination Date shall permanently reduce and Supplemental Revolving Loans shall be made terminate the Acquisition Term Loan Commitment of each of the Banks in conjunction with one another such that after giving effect a proportionate amount equal to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionprepayment.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term shall have the right to prepay Loans in whole at any time or in part from time to timepart, without penalty or premium (or, except as provided in Section 3.2(b)1.11(a), penalty, from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment and, and (A) in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which mademade and (B) in the case of Term Loans, the manner in which such prepayment shall be applied to the then remaining Scheduled Repayments to repay outstanding principal of Term Loans, which notice shall be given by the Borrower at least one prior to 3:00 P.M. (New York time) on (x) the Business Day prior to the date of such prepayment in the case of prepayments of Base Rate Loans (or by 11:00 a.m. on the same day of such prepayment in the case of prepayments of Swingline Loans) or (New York City timey) on three Business Days prior to the date of such prepayment in the case of prepayments of Eurodollar Loans, and which notice shall, except in the case of a prepayment of Swing Line Swingline Loans) and which notice shall , promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) (x) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Swingline Loans) shall be in an aggregate principal amount of at least $5,000,000 500,000 and in integral multiples of $1,000,000 above such minimum and (y) each partial prepayment of a Swing Line Loan Swingline Loans shall be in an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum100,000, provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any repayment of Loans made pursuant to a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto Borrowing shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of applied PRO RATA among such Loans, provided that prior to September 30, 1997, at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans of a Defaulting Lender; and (iv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments in the manner directed by the Borrower to the Administrative Agent in writing as provided above, provided that if no such written direction is given with respect to the application of any such prepayment of Term Loans, such prepayment shall be applied (x) first, in direct order of maturity to those Scheduled Repayments which will be due and payable within 12 months after the date of such prepayment and (y) second, to the extent in excess thereof, to the then remaining Scheduled Repayments on a PRO RATA basis (based on the then remaining unpaid principal amount of such Scheduled Repayments after giving effect to all prior reductions thereto). (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.12(b), the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 12.12(b) so long as (I) all Commitments of such Lender are terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments, and the Adjusted RF Percentages of the various RF Lenders shall be automatically adjusted to give effect to such changes), (II) any mandatory repayments required pursuant to Section 4.02(A)(a) as a result of the changes to the Adjusted RF Percentages of the various RF Lenders are made and (III) the consents, if any, required under Section 12.12(b) in connection with the repayment pursuant to this clause (b) have been obtained. Each prepayment of any Term Loans pursuant to this Section 4.01(b) shall be applied (except to the extent such Term Loans are being replaced pursuant to Section 1.13) to reduce the -20- then remaining Scheduled Repayments of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made Loans on a proportionate PRO RATA basis (based solely on upon the respective aggregate outstanding then remaining unpaid principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that Scheduled Repayments after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, all prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionreductions thereto).

Voluntary Prepayments. (a) The Each Borrower may repay Revolving Loansshall have the right to prepay the Loans made to such Borrower, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole or in part at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the such Borrower shall give the Administrative Agent at the applicable Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 3:00 P.M. (Local Time) on such Business Day) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, (ii) which notice (x) shall specify whether A Term Loans, B Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment prepayment, the Types of Loans to be prepaid and, in the case of Eurodollar Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment and, in the case of a any voluntary prepayment of Swing Line Term Loans, whether or not such prepayment is to be made with Net Equity Proceeds received by Silgan from the sale or issuance of its capital stock or with the Retained Excess Cash Flow Amount, and (y) and which notice the Administrative Agent shall promptly be transmitted by the Agent transmit to each of the Lenders; (iiiii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and 1,000,000 (or $250,000 in integral multiples the case of $1,000,000 above Swingline Loans) or, in the case of Incremental Term Loans of a given Tranche, the minimum principal amount set forth in the Incremental Term Loan Commitment Agreement for such minimum and each Tranche) , provided that if any partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, provided that no partial prepayment of Eurodollar Euro Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Euro Rate Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount applicable thereto, then (iiiA) if such Borrowing is a Borrowing of Eurodollar Loans, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and any repayment of a Eurodollar Rate Loan on a day other than the last day election of an Interest Period thereafter with respect thereto given by such Borrower shall have no force or effect, and (B) if such Borrowing is a Borrowing of Alternate Currency Incremental Term Loans under a given Tranche, the respective Incremental Term Loan Borrower shall cooperate with the Administrative Agent in selecting Interest Periods at the end of the then current Interest Period or Interest Periods so as to align such Borrowing with the Interest Period or Interest Periods applicable thereto shall be subject to the provisions one or more other Borrowings of Section 2.16such Tranche of Incremental Term Loans; (iv) except as otherwise provided in the proviso to clause (v) of this Section 3.6(f4.01(a), each prepayment in respect of any voluntary prepayment Term Loans made pursuant to this Section 4.01(a) shall be allocated among each of the Tranches of Term LoanLoans on a pro rata basis, Additional with each Tranche of Term Loan, D Tranche Loans to be allocated its Term Loan and E Tranche Term Loan must be made on a proportionate basis based on Percentage of the respective aggregate outstanding principal amounts amount of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loanprepayment; (v) each prepayment of any Tranche of Term Loans pursuant to this Section 4.01(a) shall be applied (1) first, to reduce the Term Loan Scheduled Repayment of each such Tranche of Term Loans which is due on December 31 of the year in which such prepayment is made (it being understood that any voluntary prepayments of Revolving Loans, Supplemental Revolving Loans, A Term Loans, Additional B Term Loans or Incremental Term Loans pursuant to this Section 4.01(a) which are made in 2002 shall be applied first (A) in the case of A Term Loans, D Tranche to the A Term Loan Scheduled Repayment which is due on December 31, 2003, (B) in the case of B Term Loans, to the B Term Loan Scheduled Repayment which is due on December 31, 2002 and then to the B Term Loan Scheduled Repayment which is due on December 31, 2003, and (C) in the case of Incremental Term Loans under a given Tranche, to the Incremental Term Loan Scheduled Repayment (if any) for such Tranche which is due on December 31, 2002 and E then to the Incremental Term Loan Scheduled Repayment (if any) for such Tranche which is due on December 31, 2003) and (2) second, to the extent in excess thereof, to reduce the then remaining Term Loan Scheduled Repayments of each such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of Term Loan Scheduled Repayments of each such Tranche of Term Loans after giving effect to all prior reductions thereto), provided that any voluntary prepayments of Term Loans which are made with Net Equity Proceeds received by Silgan from the sale or issuance of its capital stock or with the Retained Excess Cash Flow Amount, may be allocated among the Term Loans, or applied solely to the A Term Loans, the B Term Loans or any Tranche of Incremental Term Loans, as Silgan shall determine in its sole discretion and, to the extent allocated to any such Tranche of Term Loans, shall be applied (1) first, to reduce the A Term Loan Scheduled Repayment, the B Term Loan Scheduled Repayment and/or the Incremental Term Loan Scheduled Repayment of such Tranche, as the case may be, which is due on December 31 of the year in which such prepayment is made (it being understood that any such voluntary prepayments of A Term Loans, B Term Loans or Incremental Term Loans which are made in 2002 shall be applied first (A) in the case of A Term Loans, to the A Term Loan Scheduled Repayment which is due on December 31, 2003, (B) in the case of B Term Loans, to the B Term Loan Scheduled Repayment which is due on December 31, 2002, and then to the B Term Loan Scheduled Repayment which is due on December 31, 2003, and (C) in the case of Incremental Term Loans under a given Tranche, to the Incremental Term Loan Scheduled Repayment (if any) for such Tranche which is due on December 31, 2002 and then to the Incremental Term Loan Scheduled Repayment (if any) for such Tranche which is due on December 31, 2003) and (2) second, to the extent in excess thereof, to reduce the then remaining Term Loan Scheduled Repayment of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of such Term Loan Scheduled Repayments after giving effect to all prior reductions thereto); and (vi) each prepayment in respect of any Tranche of Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term with outstanding Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possibleTranche, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionthat at the

Voluntary Prepayments. (a) The Borrower may repay shall have the right to prepay the Loans, and the right to allocate such prepayments to Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Swingline Loans and/or Term Loans and E Tranche Term Loans as the Borrower elects, in whole at any time or in part part, without premium or penalty except as otherwise provided in Section 1.11, from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment andprepayment, the Type of Loans to be repaid and (in the case of Eurodollar Rate 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) (x) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans, (or by 11:00 a.m. (New York City timey) on the date of such prepayment in the case of a Swingline Loans and (z) at least three Business Days prior to the date of such prepayment in the case of Swing Line Eurodollar Loans) and , which notice shall shall, except in the case of Swingline Loans, promptly be transmitted by the Administrative Agent to each of the Lenders; ; (ii) each partial prepayment of any Borrowing (other than prepayments in full of (x) all outstanding Base Rate Loans of a respective Tranche or (y) any outstanding Borrowing of Swing Line LoansEurodollar Loans of a respective Tranche) shall be in an aggregate principal amount of at least (x) $5,000,000 500,000, in the case of Term Loans and Revolving Loans, and (y) $100,000, in the case of Swingline Loans and, in each case, if greater, in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum100,000, provided PROVIDED that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount applicable thereto; (iii) at the time of any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 4.01(a) on a day any date other than the last day of an the Interest Period applicable thereto thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) each voluntary prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied to the A Term Loans and, subject to the provisions of Section 2.164.02(m), the B Term Loans and C Term Loans on a PRO RATA basis (based upon the then outstanding principal amount of A Term Loans, B Term Loans and C Term Loans); (v) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO rata among such Loans, PROVIDED that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loans of a Defaulting Lender; and (ivvi) except each prepayment of principal of any Tranche of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Repayments of such Tranche on a PRO RATA basis (based upon the then remaining amount of each such Scheduled Repayment after giving affect to all prior reductions thereto). (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (and to the extent) as otherwise provided in Section 3.6(f13.12(b), any voluntary prepayment the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Term LoanLenders), Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts to repay all Loans of such LoansLender (including all amounts, provided that prior if any, owing pursuant to September 30Section 1.11), 1997together with accrued and unpaid interest, any prepayment of Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to the Term LoanTranche which gave rise to the need to obtain such Lender's individual consent) in accordance with said Section 13.12(b), Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; so long as (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (viA) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments repayment of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect of any Lender pursuant to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agentthis clause (b), the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration Commitment of the Obligations such Lender is terminated concurrently with such repayment pursuant to Section 7.23.02(b) (at which time Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments), and (B) the Agent consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The Each Borrower may repay Revolving Loansshall have the right to prepay the Loans made to such Borrower, Terms Loanswithout premium or penalty except as otherwise provided in this Agreement, Additional and the right to allocate such prepayments to Term Loans, Swing Line LoansMulticurrency Facility Revolving Loans and/or Swingline Loans as such Borrower elects, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole or in part, at any time or in part and from time to timetime on, without penalty or premium (except as provided in Section 3.2(b))and subject to, on the following terms and conditions: (i) the an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are U.S. Borrower Term Loans, European Borrower Dollar Term Loans, European Borrower Euro Term Loans, U.S. Borrower Multicurrency Facility Revolving Loans, European Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Swingline Loans and/or European Borrower Swingline Loans, the amount and currency (or currencies) of such prepayment the Loans to be prepaid, the Types of Loans to be repaid and, in the case of Eurodollar Euro Rate Loans (other than Swingline Loans), the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower (x) prior to 2:00 P.M. (New York time) at least one Business Day prior to the date of such prepayment in the case of Loans maintained as Base Rate Loans, (or by 11:00 a.m. (New York City timey) on the date of such prepayment in the case of a Swingline Loans, provided such notice is given prior to 10:00 A.M. (New York time) and (z) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Swing Line Euro Rate Loans (other than Euro Denominated Swingline Loans) and which notice shall shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the Lenders; ; (ii) each partial prepayment applied to any Tranche of any Borrowing (other than a Borrowing of Swing Line Loans) Loans shall be in an aggregate principal amount of at least $5,000,000 and 1,000,000 (taking the Dollar Equivalent of any amounts to be prepaid in integral multiples Euros) (or the applicable Minimum Borrowing Amount in the case of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimumSwingline Loans), provided that no (x) if any partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as set forth a Borrowing of Eurodollar Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect and (y) in Section 2.4; the case of partial prepayments of any Borrowing of Euro Rate Loans (other than Euro Denominated Swingline Loans) denominated in currencies other than Dollars, such Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, in the case of Multicurrency Facility Revolving Loans, such Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period); (iii) at the time of any repayment prepayment of a Eurodollar Euro Rate Loan Loans (other than Euro Denominated Swingline Loans) pursuant to this Section 4.01 on a day any date other than the last day of an the Interest Period applicable thereto thereto, such Borrower shall be subject pay the amounts required pursuant to the provisions of Section 2.16; 1.11; (iv) except as otherwise provided in Section 3.6(f)clause (vi) below, each prepayment in respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans made pursuant to such Borrowing, provided, that at such Borrower's election in connection with any prepayment of Multicurrency Facility Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to the prepayment of the respective Multicurrency Facility Revolving Lenders, Supplemental Revolving Lenders, Loans of a Defaulting Lender; (A) each prepayment of principal of any Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, Loans pursuant to this Section 4.01 shall be applied pro rata (based on their the TL Repayment Percentages of the various Tranches of Term Loans) to the prepayment of each Tranche of then outstanding Term Loans, provided that (I)(x) at the election of the U.S. Borrower, any prepayment of principal of outstanding Term Loans by the U.S. Borrower pursuant to this Section 4.01 shall be applied, (i) first, to repay U.S. Borrower Term Loans, and (ii) second, to the extent no U.S. Borrower Term Loans are then outstanding, to repay European Borrower Dollar Term Loans and European Borrower Euro Term Loans on a pro rata basis (taking the Dollar Equivalent of any amounts denominated in Euros) and (y) at the election of the European Borrower, any prepayment of principal of outstanding Term Loans by the European Borrower pursuant to this Section 4.01 shall be applied, (i) first, to repay European Borrower Euro Term Loans and European Borrower Dollar Term Loans on a pro rata basis (taking the Dollar Equivalent of any amounts denominated in Euros), and (ii) second, to the extent no European Borrower Term Loans are then outstanding, to repay U.S. Borrower Term Loans, and (II) at the election of the respective Revolving Loan Pro Rata SharesBorrower, Supplemental Revolving Loan Pro Rata Shares(x) any prepayment of principal of outstanding U.S. Borrower Term Loans may, in lieu of the applications otherwise provided herein, be applied to pay, in direct order of maturity, Scheduled Repayments of U.S. Borrower Term Loan Pro Rata SharesLoans which will be due within 12 months after the date of the respective voluntary prepayment pursuant to this Section 4.01 and (y) any prepayment of principal of outstanding European Borrower Term Loans may, Additional in lieu of the applications otherwise provided herein, be applied to pay in direct order of maturity, Scheduled Repayments of European Borrower Term Loan Pro Rata SharesLoans which will be due within 12 months after the date of the respective voluntary prepayment pursuant to this Section 4.01 (which payments shall, D in direct order, apply to repay in full all Scheduled Repayments of all European Borrower Term Loans due on any Scheduled Repayment Date with respect to which any principal of European Borrower Term Loans is being prepaid or, if the prepayment is insufficient to make such prepayments in full, pro rata to the European Borrower Term Loans based on the relative amounts (taking the Dollar Equivalent of amounts expressed in Euros) of the Scheduled Repayments which will be due on the respective Scheduled Repayment Date), and in each case with any excess amount of any such prepayment to be applied as provided in the immediately succeeding subclause (B), and (B) each prepayment of principal of U.S. Borrower Term Loans, European Borrower Dollar Term Loans and European Borrower Euro Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loan Pro Rata Shares Loans, pro rata based on the relative amounts of each then remaining Scheduled Repayment applicable to the respective Tranche of Loans, provided that voluntary repayments of principal of U.S. Borrower Term Loans, European Borrower Dollar Term Loans and E European Borrower Euro Term Loans made pursuant to subclause (II) to the proviso to preceding clause (A) shall instead be applied to reduce the Scheduled Repayments of the respective Tranche Term Loan Pro Rata Shares, as the case may be; in direct order of maturity; (vi) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, such Borrower may, upon five Business Days' written notice by an Authorized Officer of such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and pay all accrued and unpaid interest, Fees, and other amounts, in each case owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of a voluntary the repayment of Multicurrency Facility Revolving Loans of any Lender pursuant to this clause (vi), the Multicurrency Facility Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Multicurrency Facility Revolving Loan Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (vi) have been obtained; and (vii) each prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as pursuant to which this Section 4.01 (other than any such prepayment made with (x) internally generated funds or (y) the Net Sales Proceeds retained by either Borrower requests a waiver pursuant to Section 3.6(f4.02(c), the notice of prepayment shall be given at least ten (10) Business Days made prior to the date first anniversary of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans the Initial Borrowing Date shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration payment of the Obligations pursuant to fee described in Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Section3.01(e).

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay the Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole or in part at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 12:00 Noon (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Tranche A Term Loans, Tranche C Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Administrative Agent shall promptly be transmitted by the Agent transmit to each of the LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and 1,000,000 (or $250,000 in integral multiples the case of $1,000,000 above Swingline Loans) or such minimum and each partial prepayment lesser amount of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimumBorrowing which is outstanding, provided that no if any partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $5,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the minimum borrowing amount as set forth in Section 2.4Borrower shall have no force or effect; (iii) at the time of any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 4.01 on a day any date other than the last day of an the Interest Period applicable thereto thereto, the Borrower shall be subject pay the amounts required pursuant to the provisions of Section 2.161.11; (iv) except in the event of certain refusals by a Bank as otherwise provided in Section 3.6(f)13.12(b) to consent to certain proposed changes, any voluntary prepayment waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon 5 Business Days' written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Term LoanBanks) repay all Loans, Additional Term Loantogether with accrued and unpaid interest, D Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche Term 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 of any Bank pursuant to this clause (iv) the Revolving Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts Commitment, if any, of such Loans, provided that prior Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to September 30, 1997, any prepayment of reflect the Term Loan, Additional Term changed Revolving Loan Commitments) and E Tranche Term Loan may be made on a proportionate basis based solely on (B) the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of consents required by Section 13.12(b) in connection with the D Tranche Term Loanrepayment pursuant to this clause (iv) have been obtained; (v) prepayments each voluntary prepayment of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Loans pursuant to this Section 4.01 (except pursuant to preceding clause (iv)) shall be applied to the Tranche A Term Loans and E the Tranche C Term Loans on a pro rata basis (based upon the then outstanding principal amount of Tranche A Term Loans and Tranche C Term Loans); and (vi) except as provided in preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as Loans comprising such Borrowing; provided that at the case may be; (vi) Borrower's election in the case of a voluntary connection with any prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank. Each prepayment of principal of any Tranche of Term Loans pursuant to this Section 4.01 shall be made in conjunction with one another such that applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans pro rata based upon the then remaining principal amounts of the Scheduled Repayments of the respective Tranche after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, all prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionreductions thereto.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay Loans and Swingline Loans, Terms Loansin each case, Additional Term Loanswithout premium or penalty, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Rate LIBOR Loans, ) the specific Borrowing or Borrowings pursuant to which madeBorrowing(s) being prepaid, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. no later than 1.00 p.m. (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to and (ii) in the case of ABR Loans on the date of such prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; ; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loansi) LIBOR Loans shall be in an aggregate principal a minimum amount of at least $5,000,000 500,000 and in integral multiples of $1,000,000 above such minimum 100,000 in excess thereof, and each partial prepayment of a Swing Line Loan (ii) any ABR Loans shall be an aggregate principal in a minimum amount of at least $1,000,000 500,000 and in integral multiples of $1,000,000 above such minimum, 100,000 in excess thereof; provided that no partial prepayment of Eurodollar Rate LIBOR Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4applicable Minimum Borrowing Amount for such LIBOR Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan LIBOR Loans pursuant to this Section 5.1 on a 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 2.16; 2.11. Each such notice shall specify the date and amount of such prepayment and the Type of Loans to be prepaid. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loans of a Defaulting Lender. Notwithstanding the foregoing (iv) except and as otherwise provided in clause (1) of the proviso to Section 3.6(f2.17(a)), the Borrower may not prepay Extended Loans of any voluntary prepayment Extension Series unless such prepayment, to the extent any such Existing Loans are outstanding, is accompanied by a pro rata repayment of Existing Loans of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment Specified Existing Commitment Class of the Term Loan, Additional Term Loan Existing Class from which such Extended Loans and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of Extended Commitments were converted (or such Loans and without making any proportionate prepayment Commitments of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans Existing Class have otherwise been repaid and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) terminated in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(ffull), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Section.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Agent prior to 11:00 A.M. (New York time) at its Notice Office at least three Business Days' prior written notice in the case of Eurodollar Loans and one Business Day's prior written notice in the case of Base Rate Loans (or telephonic notice promptly confirmed and on the date of such prepayment in writingthe case of Swingline Loans) of its intent to prepay the Loans, whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Agent shall promptly be transmitted by the Agent transmit to each of the Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least the applicable Minimum Borrowing Amount and, if greater, in integral multiples of $5,000,000 250,000, in the case of Term Loans, and in integral multiples of $1,000,000 above such minimum and each partial prepayment 100,000, in the case of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, Revolving Loans; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount; (iii) any repayment no prepayments of a Eurodollar Rate Loan Loans made pursuant to this Section 4.01 may be made on a day other than the last day of an Interest Period applicable thereto shall be subject unless the Borrower pays all costs owing pursuant to the provisions of Section 2.161.11; and (iv) except each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment). (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f13.12(b), the Borrower shall have the right, upon five Business Days' prior written notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; Agent at its Notice Office (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, notice the Agent shall apply repayments without regard promptly transmit to each of the Banks), to repay all Loans, together with accrued and unpaid interest, Fees and all other amounts owing to such ratios to repay Eurodollar Rate Loans coming due Bank, in accordance with, and to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionprovided in, Section 1.12.

Voluntary Prepayments. (a) The Each Borrower may repay Revolving shall have the right to --------------------- prepay the Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole or in part at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the applicable Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its such Borrower's intent to prepay $ Base Rate Loans (or 11:00 A.M. on the date of prepayment, in the case of Swingline Loans), (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of such Borrower's intent to prepay $ Eurodollar Loans and (z) at least four Business Days prior written notice (or telephone notice promptly confirmed in writing) of such Borrower's intent to prepay C$ Eurodollar Loans, the amount of such prepayment and the Types of Revolving Loans to be prepaid, whether such Loans are Revolving $ Loans, Revolving C$ Loans or Swingline Loans, and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Administrative Agent shall promptly be transmitted by the Agent transmit to each of the Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least (A) $5,000,000 500,000 in the case of Revolving $ Loans, (B) $50,000 in the case of Swingline Loans and (C) C$500,000 in integral multiples the case of $1,000,000 above such minimum and each Revolving C$ Loans; provided, that (A) if any partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, provided that no partial prepayment of $ Eurodollar Rate Loans -------- made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding $ Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, then such Borrowing shall be converted at the minimum borrowing amount as set forth in Section 2.4; (iii) end of the then current Interest Period into a Borrowing of $ Base Rate Loans and any repayment of a Eurodollar Rate Loan on a day other than the last day election of an Interest Period with respect thereto given by the applicable thereto Borrower shall be subject to the provisions of Section 2.16; have no force or effect and (ivB) except as otherwise provided in Section 3.6(f), any voluntary no such prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on which reduces the outstanding C$ Eurodollar Loans made pursuant to a proportionate basis based solely on the respective aggregate outstanding principal amounts Borrowing to less than C$ $1,000,000; and (iii) each prepayment in respect of such any Revolving Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term 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 LendersLoans pursuant to this Section 4.01(a), Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective such prepayment shall not be applied to any Revolving Loan Pro Rata Sharesof a Defaulting Bank. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, Supplemental Revolving Loan Pro Rata Shareswaivers, Term Loan Pro Rata Sharesdischarges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 14.12(b), Additional Term Loan Pro Rata Sharesthe Company shall have the right, D Tranche Term Loan Pro Rata Shares upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) to repay all Loans, together with accrued and E Tranche Term Loan Pro Rata Sharesunpaid interest, Fees, and other amounts owing to such Bank in accordance with said Section 14.12(b) so long as the case may be; (viA) in the case of a voluntary prepayment the repayment of Loans of any Bank pursuant to this clause (b) the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver Commitments of such Bank are terminated concurrently with such repayment pursuant to Section 3.6(f), the notice of prepayment 3.02(b) (at which time Schedule I shall be given at least ten (10deemed modified to reflect the changed Revolving Loan Commitments) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viiiB) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made the consents required by Section 14.12(b) in conjunction connection with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionthis clause (b) have been obtained.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans and Swingline Loans, Supplemental Revolving Loanswithout premium or penalty, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment, whether such prepayment andshall be applied to A Term Loans, B Term Loans, C Term Loans, Revolving Credit Loans or Swingline Loans, and (in the case of Eurodollar Rate Term Loans and Eurodollar Revolving Credit Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or Chase, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in an aggregate principal amount a multiple of at least $5,000,000 100,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in integral multiples a multiple of $1,000,000 above such minimum100,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of Eurodollar Rate Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on a 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 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary 2.11. Each prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans of a Facility pursuant to this Section 5.1 shall be applied pro rata among to reduce the Revolving LendersRepayment Amounts of such Facility in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, such prepayment shall not be applied to any Term Loan Pro Rata Shares, Additional Term or Revolving Credit Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionDefaulting Lender.

Voluntary Prepayments. (a) The Borrower Loans may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans be repaid in whole at any time or in part from time without premium or penalty (except, in the case of Loans other than Base Rate Loans and Floating Rate LIBOR Loans, amounts payable pursuant to time, without penalty or premium (except as Section 3.05); provided in Section 3.2(b)), on the following terms and conditionsthat: (i) the Borrower shall give the Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, the amount of such prepayment and, in the case of Eurodollar Rate Loans other than Swingline Loans, the specific Borrowing or Borrowings pursuant to which made, which (A) notice shall thereof must be given by Borrower at least one Business Day prior to the date of such prepayment (or received by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; (iii) any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) three Business Days prior to the date of such proposed prepayment, in the case of Fixed LIBOR Rate Loans denominated in Dollars, (B) four Business Days (or five in the case of prepayment and shall, subject to Section 3.6(f), be irrevocable; (viiof Loans denominated in Special Notice Currencies) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration date of prepayment, in the Obligations pursuant to Section 7.2case of Fixed LIBOR Rate Loans denominated in currencies other than Dollars, and (C) on the date of prepayment, in the case of Base Rate Loans and Floating LIBOR Rate Loans, and in each case, any such prepayment shall be a minimum principal amount of $5 million and integral multiples of $1 million in excess thereof, in the case of Fixed LIBOR Rate Loans and $500,000 and integral multiples of $100,000 in excess thereof, in the case of Base Rate Loans or Floating LIBOR Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; (ii) in the case of USD Swingline Loans, (A) notice thereof must be received by the USD Swingline Lender by 1:00 p.m. on the date of prepayment (with a copy to the Administrative Agent), and (B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the USD Swingline Lender); and (iii) in the case of European Swingline Loans, (A) notice thereof must be received by the European Swingline Lender by 10:00 a.m. (London time) on the date of prepayment, and (B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or lesser amount that may be acceptable to the European Swingline Lender); (iv) any voluntary prepayments on the Term Loan A must be applied to the Term Loan A as the Borrower may direct, or, in the absence of such direction, pro rata to remaining principal amortization installments. Each such notice of voluntary prepayment hereunder shall be irrevocable and shall specify the date and amount of prepayment and the Loans and Type(s) of Loans that are being prepaid and, if Fixed LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender's interest therein. If such notice is given by a Borrower, such Borrower shall apply repayments without regard to make such ratios to repay Eurodollar prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Prepayments of Fixed LIBOR Rate Loans coming due to hereunder shall be accompanied by accrued interest on the extent necessary to avoid amount prepaid and breakage or minimize breakage costs and expenses imposed other amounts due, if any, under SectionSection 3.05.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche shall have the right to prepay Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Rate Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least no later than 10:00 a.m. (New York time) one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans shall be in a multiple of f $100,000 and in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum1,000,000, provided that no partial prepayment of Eurodollar Rate Term Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Term Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount for Eurodollar Term Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan Term Loans pursuant to this Section 5.1 on a any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesBorrower, as the case may be; (vi) in , with the case applicable provisions of Section 2.11. To the extent Borrower makes a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche any Term Loans and E Tranche Term Loans as to which within three (3) years after the Borrower requests a waiver pursuant to Section 3.6(f)Closing Date, the notice of such prepayment shall be given at least ten (10) Business Days prior to made with a premium such that the date aggregate amount of such proposed voluntary prepayment shall be in an amount equal to (1) 103% of the principal amount prepaid if such voluntary prepayment is made within one (1) year after the Closing Date, (2) 102% of the principal amount prepaid if such voluntary prepayment is made within two (2) years after the Closing Date, and shall, subject to Section 3.6(f), be irrevocable; (vii3) all prepayments 101% of D Tranche the principal amount prepaid if such voluntary prepayment is made within three (3) years after the Closing Date. The prepayment of any Term Loans shall be subject after the third anniversary of the Closing Date pursuant to this Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans 2.12 shall be made without premium or penalty. At the Borrower’s election in conjunction connection with one another any prepayment pursuant to this Section 5.1, such that after giving effect to such repayments and any other proposed repayments of Obligations to prepayment shall not be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior applied to any acceleration Term Loan of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectiona Defaulting Lender.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans, Supplemental Extended Revolving Credit Loans, D Tranche Term Additional/Replacement Revolving Credit Loans and E Tranche Term Loans Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to no later than (i) in the date case of such prepayment (Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or by 11:00 a.m. Revolving Credit Loans, 1:00 p.m. (New York City time) on the date of prepayment (x) one Business Day prior to (in the case of a prepayment of Swing Line 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 which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the relevant LPL – Conformed A&R Credit Agreement Swingline Lenders, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in an aggregate principal amount a multiple of at least $5,000,000 100,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in integral multiples a multiple of $1,000,000 above such minimum, 100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount for Eurodollar Loans and (iiic) any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 5.1 on a 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 such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, 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 Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 2.16; 5.2(d) and Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender. (ivb) except as otherwise provided Notwithstanding anything to the contrary contained in Section 3.6(f)this Agreement, any voluntary prepayment at the time of the effectiveness of any Repricing Transaction with respect to the InitialTranche B Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided Loans that is consummated prior to September 30the date that is six months following the Second Amendment Effective Date, 1997the Borrower agrees to pay to the Administrative Agent, any prepayment for the ratable account of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate each Lender with outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, InitialTranche B Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; a fee in an amount equal to 1.0% of (vii) in the case of a voluntary prepayment Repricing Transaction of the Term Loanstype described in clause (a) of the definition thereof, Additional Term Loans, D Tranche the aggregate principal amount of all InitialTranche B Term Loans prepaid (or exchanged) in connection with such Repricing Transaction, and E Tranche (ii) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of all the InitialTranche B Term Loans as outstanding on such date that are subject to which the Borrower requests a waiver an effective pricing reduction pursuant to Section 3.6(f), the notice of prepayment such Repricing Transaction. Such fees shall be given at least ten (10) Business Days prior to due and payable upon the date of the effectiveness of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionRepricing Transaction.

Voluntary Prepayments. (a) The Borrower may repay shall have the right --------------------- to pre pay the Loans, and the right to allocate such prepayments to Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Swingline Loans and/or Term Loans and E Tranche Term Loans as the Borrower elects, in whole at any time or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment andprepayment, the Types of Loans to be repaid and (in the case of Eurodollar Rate Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice (I) shall be given by the Borrower prior to 12:00 Noon (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans, (or by 11:00 a.m. (New York City timey) on the date of such prepayment in the case of a Swingline Loans and (z) at least three Business Days prior to the date of such prepayment in the case of Swing Line Eurodollar Loans and (II) shall, except in the case of Swingline Loans) and which notice shall , promptly be transmitted by the Agent to each of the Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a prepayments in full of (x) all outstanding Base Rate Loans or (y) any outstanding Borrowing of Swing Line Eurodollar Loans) shall be in an aggregate principal amount of at least (x) $5,000,000 1,000,000, in the case of Eurodollar Loans, (y) $500,000, in the case of Revolving Loans and Term Loans maintained as Base Rate Loans and (z) $100,000, in the case of Swingline Loans and, in each case, if greater, in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum100,000, provided provided, that no partial prepayment of -------- Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount applicable thereto; (iii) at the time of any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 4.01 on a day any date other than the last day of an the Interest Period applicable thereto thereto, the Borrower shall be subject pay the amounts required pursuant to the provisions of Section 2.16; 1.11; (iv) except as otherwise provided each prepayment in Section 3.6(f), respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans, provided, that at the --- ---- -------- Borrower's election in connection with any prepayment of Revolving LendersLoans pursuant to this Section 4.01(a), Supplemental such prepayment shall not be applied to any Revolving LendersLoans of a Defaulting Bank; and (v) each prepayment of principal of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Repayments in direct order of maturity. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, Term Lenderswaivers, Additional Lendersdischarges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b), D the Borrower shall have the right, upon five Business Days' prior written notice to the Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks), to repay all Loans of such Bank (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Bank (or owing to such Bank with respect to each Tranche Lenders and E Tranche Lenderswhich gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b), respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, so long as the case may be; (viA) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments repayment of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect of any Bank pursuant to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agentthis clause (b), the Revolving Loan Availability Ratio and Commitment of such Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the Supplemental changed Revolving Loan Availability Ratio are equalized as nearly as possibleCommitments), provided that, prior to any acceleration of and (B) the Obligations consents required by Section 13.12(b) in connection with the repayment pursuant to Section 7.2, the Agent this clause (b) shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The EachSubject to Section 3.2(e), each Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term shall have the right to prepay the Loans and E Tranche Term Loans without premium or penalty in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the applicable Borrower shall give the Administrative Agent irrevocable written notice (which notice may be conditioned upon the happening of an event) at its Notice Address (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans, Dollar Revolving Loans or Multicurrency Revolving Loans the amount of such prepayment and, in the case of Eurodollar Rate Loans, and the specific Borrowing or Borrowings pursuant to which madesuch prepayment is to be applied, which notice shall be given by the applicable Borrower to Administrative Agent by 12:00 noon (New York City time) at least three (3) Business Days prior in the case of Eurocurrency Loans and at least one (1) Business Day prior in the case of Base Rate Loans to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the applicable Lenders; ; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, or €1,000,000; provided that no partial prepayment of Eurodollar Rate Eurocurrency Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Minimum Borrowing Amount applicable thereto; (c) Eurocurrency Loans may only be prepaid pursuant to this Section 2.4; (iii) any repayment of a Eurodollar Rate Loan 4.3 on a day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to the provisions Section 3.5; (d) each prepayment in respect of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among the Revolving LendersLoans comprising such Borrowing, Supplemental Revolving Lendersprovided, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan that such prepayment shall not be applied to any 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 Pro Rata SharesShare of all Loans then outstanding; and (e) unless otherwise specified by the applicable Borrower, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a each voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject applied to Section 3.2(b); and (viii) voluntary repayments the Scheduled Term Repayments of Revolving all outstanding Term Loans in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and, within each Term Loan, to reduce the remaining Scheduled Term Repayments ratably. Unless otherwise specified by the applicable Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and Supplemental Revolving Loans shall be made in conjunction with one another second to the payment of such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the AgentEurocurrency Loans. The notice provisions, the Revolving Loan Availability Ratio provisions with respect to the minimum amount of any prepayment and the Supplemental Revolving Loan Availability Ratio provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are equalized as nearly as possible, provided that, prior to any acceleration for the benefit of the Obligations pursuant to Section 7.2, the Administrative Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionmay be waived unilaterally by Administrative Agent.

Voluntary Prepayments. (a) The Each Borrower may repay shall have the right to prepay the Loans made to such Borrower, without premium or penalty except as otherwise provided in this Agreement, and the right to allocate such prepayments to Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Incremental Term Loans of a given Tranche, Multicurrency Facility Revolving Loans, Terms LoansDollar Facility Revolving Loans and/or Swingline Loans as such Borrower elects, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole or in part, at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, U.S. Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Incremental Term Loans under a given Tranche, Multicurrency Facility Revolving Loans, Dollar Facility Revolving Loans and/or Swingline Loans, the amount and currency (or currencies) of the Loans to be prepaid, the Types of Loans to be repaid, in the case of any Term Loans, the manner in which such prepayment shall apply to reduce the respective Scheduled Repayments of such prepayment Term Loans and, in the case of Eurodollar Rate Loans and/or Bankers' Acceptance Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower (x) prior to 1:00 P.M. (New York time) at least one Business Day prior to the date of such prepayment in the case of Loans maintained as Base Rate Loans (other than Swingline Loans) or by 11:00 a.m. Canadian Prime Rate Loans, (y) prior to 10:00 A.M. (New York City time) on the date of such prepayment in the case of a Swingline Loans and (z) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Swing Line Eurodollar Loans and Bankers' Acceptance Loans and shall, except in the case of Swingline Loans) and which notice shall , be promptly be transmitted by the Administrative Agent to each of the Lenders; ; (ii) each partial prepayment applied to any Tranche of any Borrowing (other than a Borrowing of Swing Line Loans) Loans shall be in an aggregate principal amount of at least $5,000,000 and U.S.$1,000,000 (taking the U.S. Dollar Equivalent of any amounts to be prepaid in integral multiples Canadian Dollars) (or the applicable Minimum Borrowing Amount in the case of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimumSwingline Loans), provided that no if any partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as set forth in Section 2.4; a Borrowing of Eurodollar Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) at the time of any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 5.01 on a day any date other than the last day of an the Interest Period applicable thereto thereto, such Borrower shall be subject pay the amounts required pursuant to the provisions of Section 2.16; 2.11; (iv) except as otherwise provided in Section 3.6(f)clause (vii) below, each prepayment in respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans made pursuant to such Borrowing, provided, that at such Borrower's election in connection with any prepayment of Multicurrency Facility Revolving Loans or Dollar Facility Revolving Loans pursuant to this Section 5.01, such prepayment shall not be applied to the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their prepayment of the respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesLoans of a Defaulting Lender; (v) prepayments of Bankers' Acceptance Loans may not be made prior to the maturity date of the respective underlying Bankers' Acceptances or B/A Equivalent Notes, as the case may be; ; (vi) each prepayment of principal of Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01 shall, subject to the immediately succeeding proviso, be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans in such manner as shall be directed by the applicable Borrower in the respective notice of prepayment delivered pursuant to Section 5.01(a) or, if no such direction is given, on a pro rata basis (based upon the then remaining principal amounts of the Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto); provided that repayments of any Tranche of Term Loans pursuant to clause (vii) below shall only apply to reduce the then remaining Scheduled Repayments of such Tranche to the extent the Term Loans so repaid are not replaced (and are not required to be replaced) pursuant to Section 13.12(b), with any such application to reduce the then remaining Scheduled Repayments of the respective Tranche in the manner provided above in this clause (vi), unless otherwise specifically agreed by the Required Lenders; and (vii) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, such Borrower may, upon five Business Days' written notice by an Authorized Officer of such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and pay all accrued and unpaid interest, Fees, and other amounts, in each case owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of a voluntary prepayment the repayment of the Term Loans, Additional Term Loans, D Tranche Term Multicurrency Facility Revolving Loans and E Tranche Term Loans as to which the Borrower requests a waiver of any Lender pursuant to Section 3.6(fthis clause (vii), the notice Multicurrency Facility Revolving Loan Commitment of prepayment such Lender is terminated concurrently with such repayment (at which time Schedule I shall be given at least ten deemed modified to reflect the changed Multicurrency Facility Revolving Loan Commitments), (10B) Business Days prior in the case of the repayment of Dollar Facility Revolving Loans of any Lender pursuant to this clause (vii), the date Dollar Facility Revolving Loan Commitment of such proposed prepayment Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Dollar Facility Revolving Loan Commitments) and shall, subject (C) the consents required by Section 13.12(b) in connection with the repayment pursuant to Section 3.6(f), be irrevocable; this clause (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The Borrower may repay shall have the right to prepay the Revolving Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole or in part at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the such Revolving Loans, the amount of such prepayment and the Types of Revolving Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Administrative Agent shall promptly be transmitted by the Agent transmit to each of the LendersBanks; (ii) each partial prepayment (except any prepayment in full of any Borrowing (other than a Borrowing of Swing Line LoansBorrowing) shall be in an aggregate principal a minimum amount of at least $5,000,000 and 1,000,000 and, if greater, shall be in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimumthereof, provided that no if any partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $10,000,000 then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the minimum borrowing amount as set forth in Section 2.4Borrower shall have no force or effect; (iii) at the time of any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 3.01 on a any day other than the last day of an Interest Period applicable thereto thereto, the Borrower shall be subject pay the amounts then required pursuant to the provisions of Section 2.16; 1.11 and (iv) except as otherwise provided in clause (b) of this Section 3.6(f)3.01, each prepayment in respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Revolving Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among the Banks which made such Revolving LendersLoans. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, Supplemental waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 11.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) to repay all Revolving LendersLoans, Term Lenderstogether with accrued and unpaid interest, Additional LendersFees and all other amounts, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective owing to such Bank in accordance with said Section 11.12(b) so long as (A) the Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case Commitment of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver such Bank is terminated concurrently with such repayment pursuant to Section 3.6(f), the notice of prepayment 2.02(b) (at which time Schedule I shall be given at least ten (10deemed modified to reflect the changed Revolving Loan Commitment) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viiiB) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made the consents required by Section 11.12(b) in conjunction connection with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent this clause (b) shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent prior to 11:00 A.M (New York time) at its Notice Office at least one Business Day's prior written notice (or telephonic in the case of Eurodollar Loans and same day prior written notice promptly confirmed in writing) the case of its Base Rate Loans of the Borrower's intent to prepay the Loans, whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Administrative Agent shall promptly be transmitted by the Agent transmit to each of the LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and the Minimum Borrowing Amount and, if greater, in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, 50,000; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount; (iii) if prepayments of Eurodollar Loans are made pursuant to this Section 5.01 on any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto thereto, then the Borrower shall be subject pay to the provisions Administrative Agent for the benefit of the Banks any compensation required to be paid pursuant to Section 2.162.11; (iv) except as otherwise provided each prepayment in Section 3.6(f), respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term such Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viiiv) voluntary repayments each prepayment of Revolving Term Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to this Section 7.2, 5.01 shall reduce the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionthen remaining Scheduled Term Loan Repayments on a pro rata basis.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loansshall have the right to prepay the Loans incurred by it, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans B, Revolving Loans or Swingline Loans, the amount of such prepayment and, and (in the case of Eurodollar Rate 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) (x) at least one two Business Day Days prior to the date of such prepayment in the case of Term Loans B or Revolving Loans or (or by 11:00 a.m. (New York City timey) on the date of such prepayment in the case of a prepayment of Swing Line Swingline Loans) and , which notice shall promptly be transmitted by the Administrative Agent to each of the LendersBanks; (ii) (x) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Swingline Loans) shall be in an aggregate principal amount of at least $5,000,000 and 1,000,000 and, if greater, in an integral multiples multiple of $1,000,000 above such minimum and 500,000, (y) each partial prepayment of a Swing Line Loan any Borrowing of Swingline Loans shall be in an aggregate principal amount of at least $1,000,000 and 250,000 and, if greater, in an integral multiples multiple of $1,000,000 above such minimum50,000, provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount applicable thereto; (iii) any repayment each prepayment of a Eurodollar Rate Loan Term Loans B pursuant to this Section 4.01 shall reduce the then remaining Scheduled TLB Repayments on a day other than pro rata basis (based upon the last day then remaining principal amount of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16each such Scheduled TLB Repayment); and (iv) except as otherwise provided each prepayment in Section 3.6(f), respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans; provided that at the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) Borrower’s election in the case of a voluntary connection with any prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectiona Defaulting Bank.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay the Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole or in part at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 12:00 Noon (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Administrative Agent shall promptly be transmitted by the Agent transmit to each of the LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and 1,000,000 (or $500,000 in integral multiples the case of $1,000,000 above Swingline Loans) or such minimum and each partial prepayment lesser amount of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimumBorrowing which is outstanding, provided PROVIDED that no if any partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the minimum borrowing amount as set forth in Section 2.4Borrower shall have no force or effect; (iii) at the time of any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 4.01 on a day any date other than the last day of an the Interest Period applicable thereto thereto, the Borrower shall be subject pay the amounts required pursuant to the provisions of Section 2.161.11; (iv) except in the event of certain refusals by a Bank as otherwise provided in Section 3.6(f)13.12(b) to consent to certain proposed changes, any voluntary prepayment waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon 5 Business Days' written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Banks) repay all Loans, provided that prior together with accrued and unpaid interest, Fees, and other amounts owing to September 30, 1997, any prepayment of such Bank (or owing to such Bank with respect to each Tranche which gave rise to the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of need to obtain such Loans and without making any proportionate prepayment of the D Tranche Term Loan; Bank's individual consent) in accordance with said Section 13.12(b) so long as (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (viA) in the case of a the repayment of Revolving Loans of any Bank pursuant to this clause (iv) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (iv) have been obtained; (v) except as expressly provided in the preceding clause (iv), each voluntary prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the Term Loans, Additional Term Loans, D Tranche A Term Loans and E the Tranche B Term Loans as to which on a PRO RATA basis (based upon the Borrower requests a waiver pursuant to Section 3.6(f), the notice then outstanding principal amount of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche A Term Loans shall be subject to Section 3.2(band Tranche B Term Loans); and (viiivi) voluntary repayments except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied PRO RATA among the Loans comprising such Borrowing; PROVIDED that at the Borrower's election in connection with any prepayment of Revolving Loans and Supplemental pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank. Each prepayment of principal of any Tranche of Term Loans pursuant to this Section 4.01 shall be made in conjunction with one another such that applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans PRO RATA based upon the then remaining principal amounts of the Scheduled Repayments of the respective Tranche after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, all prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionreductions thereto.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans and Swingline Loans, Supplemental Revolving Loanswithout premium or penalty, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office (or, in the case of a Swingline Loan, the Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Rate Term Loans or Eurodollar Revolving Credit Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which madesuch prepayment shall be applied, which notice shall be given by the Borrower at least no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 a.m. (Local Time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 a.m. (Local Time) on, the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or 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 $5,000,000 and in integral multiples the Dollar Equivalent of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum100,000; provided, provided that no partial prepayment of Eurodollar Rate Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on a 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 2.16; (iv) except 2.11. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be applied to Classes of lLoans in such manner as otherwise provided the Borrower may determine and applied to reduce Tranche B Term Loan Repayment Amounts and Tranche A Term Loan Repayment Amounts, as applicable, in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 3.6(f)5.1, such prepayment shall not be applied to any voluntary Term Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding the foregoing, with respect to Tranche B Term Loans only, a prepayment premium of 1.00% of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate principal amount outstanding principal amounts of such Loans, provided that prior thereof shall apply to September 30, 1997, (i) any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche B Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based occurring on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days or prior to the date first anniversary of such proposed the Closing Date from the proceeds of a Repricing Transaction (as defined below) and (ii) any other prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) of all prepayments of D the Tranche B Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made occurring on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, or prior to any acceleration the first anniversary of the Obligations pursuant to Section 7.2, Closing Date from the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionproceeds of an incurrence of Indebtedness.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay its Term Loans, Swing Line Revolving Credit Loans and Swingline Loans, Supplemental Revolving Loansas applicable, D Tranche Term Loans and E Tranche Term Loans in each case, without premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Eurocurrency Rate Loans, Term SOFR Loans or Term RFR Loans) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. no later than 12:00 Noon (New York City time) on the date of prepayment (i) in the case of a Eurocurrency RateTerm SOFR Loans denominated in Dollars, three Eurocurrency BankingRFR Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to, (iii) in the case of Term RFREurocurrency Rate Loans denominated in DollarsAlternative Currencies, five RFR BusinessEurocurrency Banking Days prior to, (iv) in the case of Term RFR Loans denominated in Alternative Currencies, five RFR Business days prior to, (v) in the case of Daily Simple RFR Loans denominated in Dollars, five RFR Business Days prior to[reserved], (iv) in the case of Daily Simple RFR Loans denominated in Alternative Currencies, five RFR Business days prior to in the case of Swingline Loans, on, the date of such prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of (1) any Borrowing of Eurocurrency RateTerm SOFR Loans denominated in Dollars shall be in a minimum amount of $2,000,000 (or the Dollar Equivalent thereof) and in multiples of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof, (2) any ABR Loans (other than a Borrowing of Swing Line Swingline Loans) shall be in an aggregate principal a minimum amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum500,000 in excess thereof, and (3) Swingline Loans shall be in the full amount of thereof; provided that no partial prepayment of Eurodollar Eurocurrency Rate Loans or Term SOFR Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurocurrency Rate Loans or Term SOFR Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth applicable Minimum Borrowing Amount for such Eurocurrency Rate Loans and (c) in the case of any prepayment of Eurocurrency Rate Loans or Term SOFR Loans pursuant to this Section 2.4; (iii) 5.1 on any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto thereto, the Borrower shall, 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 of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f2.14(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Extended Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesRepayment Amounts, as the case may be; (vi) , in each case, in such order as the case Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a voluntary Defaulting Lender. Notwithstanding the foregoing, the Borrower may not repay Extended Term Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Term Loans of the Existing Term Loans, Additional Term Loans, D Tranche Loan Class from which such Extended Term Loans and E Tranche were converted (or such Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionExisting Term Loan Class have otherwise been repaid in full).

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans and Swingline Loans, Supplemental Revolving Loanswithout premium or penalty, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office (or, in the case of a Swingline Loan, the Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Rate Term Loans or Eurodollar Revolving Credit Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which madesuch prepayment shall be applied, which notice shall be given by the Borrower at least no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 a.m. (Local Time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 a.m. (Local Time) on, the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or 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 $5,000,000 and in integral multiples the Dollar Equivalent of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum100,000; provided, provided that no partial prepayment of Eurodollar Rate Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on a 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 2.16; 2.11. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be applied to Classes of loans in such manner as the Borrower may determine and applied to reduce Term Loan Repayment Amounts in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding the foregoing, a prepayment premium of 1.00% of the principal amount outstanding thereof shall apply to (ivi) except any prepayment of Term Loans occurring on or prior to the first anniversary of the Closing Date from the proceeds of a Repricing Transaction (as otherwise provided in Section 3.6(f), defined below) and (ii) any voluntary other prepayment of all of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made Loans occurring on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days or prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration first anniversary of the Obligations pursuant to Section 7.2, Closing Date from the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionproceeds of an incurrence of Indebtedness.

Voluntary Prepayments. (a) The Parent Borrower may repay shall have the right to prepay Revolving Loans, Terms Loans, Additional Loans or Term Loans, Swing Line Loanswithout premium or penalty (except for amounts payable to Section 1.11), Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part part, from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the Parent Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, specifying whether such Loans are Tranche 1 Revolving Loans, Tranche 3 Revolving Loans, Tranche 1 Term Loans or Tranche 3 Term Loans, the amount of such prepayment and, and (in the case of Eurodollar Rate Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Loans were made, which notice shall be given received by Borrower at least the Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment prepayment, or (or by 11:00 a.m. (New York City timey) on the date of prepayment in the case of a Eurodollar Loans, at least three Business Days prior to the date of such prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum1,000,000, provided that no partial prepayment of Eurodollar Rate any Loans shall reduce the aggregate principal amount of the Loans outstanding under a single Tranche to an amount less than $1,000,000; (iii) each prepayment in respect of any Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding be applied pro rata among such Loans; (iv) prepayments of Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in this Section 2.4; (iii) any repayment of a Eurodollar Rate Loan 4.01 may only be made on a day other than the last day of an Interest Period applicable thereto shall be subject unless concurrently with such prepayment any payments required to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on pursuant to Section 1.11 as a proportionate basis based on the respective aggregate outstanding principal amounts result of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loanare made; (v) prepayments each prepayment of Revolving LoansLoans pursuant to this Section 4.01 shall consist of a pro rata prepayment of Tranche 1 Revolving Loans and Tranche 3 Revolving Loans on the basis of the Tranche 1 Revolving Percentage and the Tranche 3 Revolving Percentage, Supplemental Revolving Loans, in each case at the time of any such prepayment; and (vi) each prepayment of Term Loans, Additional Term Loans, D Loans pursuant to this Section 4.01 shall consist of a pro rata prepayment of Tranche 1 Term Loans and E Tranche 3 Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case outstanding principal amount of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche such Term Loans and E Tranche Term Loans as to which at the Borrower requests a waiver pursuant to Section 3.6(f), the notice time of prepayment shall be given at least ten (10) Business Days prior to the date of any such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionprepayment.

Voluntary Prepayments. (a) The Borrower may repay shall have the right to --------------------- prepay the Loans, and the right to allocate such prepayments to Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Swingline Loans and/or Term Loans and E Tranche Term Loans as the Borrower elects, in whole at any time or in part part, without premium or penalty except as otherwise provided in this Agreement, from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment andprepayment, the Types of Loans to be repaid and (in the case of Eurodollar Rate Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice (I) shall be given by the Borrower prior to 12:00 Noon (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans, (or by 11:00 a.m. (New York City timey) on the date of such prepayment in the case of a Swingline Loans and (z) at least three Business Days prior to the date of such prepayment in the case of Swing Line Eurodollar Loans and (II) shall, except in the case of Swingline Loans) and which notice shall , promptly be transmitted by the Administrative Agent to each of the Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a prepayments in full of (x) all outstanding Base Rate Loans or (y) any outstanding Borrowing of Swing Line Eurodollar Loans) shall be in an aggregate principal amount of at least (x) $5,000,000 1,000,000, in the case of Eurodollar Loans, (y) $500,000, in the case of Revolving Loans and Term Loans maintained as Base Rate Loans and (z) $100,000, in the case of Swingline Loans and, in each case, if greater, in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum100,000, provided provided, that no partial prepayment of -------- Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount applicable thereto; (iii) at the time of any repayment prepayment of a Eurodollar Rate Loan Loans pursuant to this Section 4.01 on a day any date other than the last day of an the Interest Period applicable thereto thereto, the Borrower shall be subject pay the amounts required pursuant to the provisions of Section 2.16; 1.11; (iv) except as otherwise provided in Section 3.6(f)clause (viii) below, each prepayment in respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata --- ---- among such Loans, provided, that at the Borrower's election in connection -------- with any prepayment of Revolving LendersLoans pursuant to this Section 4.01, Supplemental such prepayment shall not be applied to any Revolving LendersLoans of a Defaulting Bank; (v) each prepayment of principal of Tranche A Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Tranche A Term Loan Scheduled Repayments in direct order of maturity (based upon the then remaining principal amounts of such Scheduled Repayments after giving effect to all prior reductions thereto) and each prepayment of Tranche B Term Loans pursuant to this Section 4.01 shall be applied within each Tranche B Term Loan Sub-Facility to reduce the respective Tranche B Term Loan Scheduled Repayments applicable thereto in direct order of maturity (based upon the then remaining unpaid principal amount of such Scheduled Repayments after giving effect to all prior reductions thereto); (vi) except as provided in clause (viii) below, no prepayment of Tranche B Term Lenders, Additional Lenders, D Loans may be made pursuant to this Section 4.01 prior to the repayment in full of all Tranche Lenders and E A Term Loans; (vii) each prepayment of Tranche Lenders, respectively, based on their respective B Term Loans pursuant to this Section 4.01 (except as provided in clause (viii) below) must be accompanied by a reduction to the Total Revolving Loan Pro Rata SharesCommitment pursuant to Section 3.02(a), Supplemental with (x) the amount applied to prepay outstanding Tranche B Term Loans and reduce the Total Revolving Loan Pro Rata SharesCommitment as required above to be applied pro rata to the Tranche B Term Loans (based --- ---- upon the then remaining principal amount thereof) and the Total Revolving Loan Commitment (as then in effect), (y) the Tranche B Term Loans to be allocated the B TL Prepayment Percentage of the amount to be so applied and the Total Revolving Loan Commitment to be allocated the RL Reduction Percentage of the amount to be so applied and (z) each such prepayment of Tranche B Term Loans to be applied on a pro rata basis --- ---- to the Tranche B Term Loans then outstanding pursuant to the various Tranche B Term Loan Pro Rata SharesSub-Facilities; and (viii) in the event of certain refusals by a Bank to consent to certain proposed changes, Additional Term Loan Pro Rata Shareswaivers, D discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b), the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to repay all Loans of such Bank (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Bank (or owing to such Bank with respect to each Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shareswhich gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b), so long as the case may be; (viA) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments repayment of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect of any Bank pursuant to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agentthis clause (viii), the Revolving Loan Availability Ratio and Commitment of such Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the Supplemental changed Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of Commitments) and (B) the Obligations consents required by Section 13.12(b) in connection with the repayment pursuant to Section 7.2, the Agent this clause (viii) shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right --------------------- to prepay Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Agent prior to 11:00 A.M. (New York time) at its Notice Office at least three Business Days' prior written notice in the case of Eurodollar Loans and one Business Day's prior written notice in the case of Base Rate Loans (or telephonic notice promptly confirmed and on the date of such prepayment in writingthe case of Swingline Loans) of its intent to prepay the Loans, whether Term Loans, Acquisition Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Agent shall promptly be transmitted by the Agent transmit to each of the Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and 250,000 and, if greater, in integral multiples of $1,000,000 above such minimum 100,000, in the case of all Loans (other than Swingline Loans), and each partial prepayment $50,000, in the case of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, Swingline Loans; provided that no partial prepayment of Eurodollar Rate -------- Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount; (iii) any repayment no prepayments of a Eurodollar Rate Loan Loans made pursuant to this Section 4.01 may be made on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; thereto; (iv) except as otherwise provided each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (I) if made prior to the earlier of (x) the Acquisition Loan Termination Date and (y) the date on which the Total Acquisition Loan Commitment is zero, at the option of the Borrower, to the Term Loans, the Acquisition Loans, the Revolving Loans or the Swingline Loans and (II) if made on or after the earlier of (x) the Acquisition Loan Termination Date and (y) the date on which the Total Acquisition Loan Commitment is zero, at the option of the Borrower, either (A) to repay Term Loans or Acquisition Loans in accordance with Section 3.6(f4.01(a)(v), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such or (B) to repay Revolving Loans or Swingline Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; ; (v) prepayments each prepayment of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans or Acquisition Loans made on or after the earlier of (x) the Acquisition Loan Termination Date and E Tranche (y) the date on which the Total Acquisition Loan Commitment is zero pursuant to this Section 4.01 must consist of a prepayment of Term Loans (in an amount equal to the Term TL Percentage of such prepayment) and Acquisition Loans (in an amount equal to the Acquisition TL Percentage of such prepayment); and (vi) each prepayment of Term Loans pursuant to this Section 4.01 and each prepayment of Acquisition Loans shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche being repaid on a pro rata among basis (based upon the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders then remaining principal amount of each --- ---- such Scheduled Repayment); provided that the amount of the reduction to each Scheduled Repayment of Acquisition Loans shall not be determined until the earlier of (x) the Acquisition Loan Termination Date and E Tranche Lenders, respectively, (y) the date on which the Total Acquisition Loan Commitment is zero and shall then be based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, the amount of each Scheduled Repayment at such time (after giving effect to the incurrence of Acquisition Loans on such date) and provided further that the amount of the reduction to each Scheduled Repayment of Terms Loans shall not be determined until the earlier of the (x) Term Loan Pro Rata Shares, Additional Commitment Termination Date and (y) the date on which the Total Term Loan Pro Rata SharesCommitment is zero and shall then be based on the amount of each Scheduled Repayment at such time (after giving effect to the incurrence of Term Loans on such date). (b) In the event of certain refusals by a Bank to consent to certain proposed changes, D waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 14.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) to repay all Loans, together with accrued and unpaid interest, Fees and all other amounts owing to such Bank (or owing to such Bank with respect to each Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 14.12(b) so long as the case may be; (viA) in the case of the repayment of Revolving Loans of any Bank with a voluntary prepayment Revolving Loan Commitment pursuant to this clause (b) the Revolving Loan Commitment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver such Bank is terminated concurrently with such repayment pursuant to Section 3.6(f4.02(b) (at which time Part A of Schedule I shall be deemed modified to reflect the changed Commitments), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viiiB) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration case of the Obligations repayment of Loans of any Bank the consents required by Section 14.12(b) in connection with the repayment pursuant to Section 7.2, the Agent this clause (b) shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 10:00 A.M. (New York time) at its Notice Office at least three (3) Business Days' prior written notice in the case of Eurodollar Loans and one (or telephonic 1) Business Day's prior written notice promptly confirmed in writing) the case of Base Rate Loans of its intent to prepay the Loans, whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Administrative Agent shall promptly be transmitted by the Agent transmit to each of the Lenders; Banks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and the applicable Minimum Borrowing Amount and, if greater, in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, 500,000; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount; (iii) any repayment no prepayments of a Eurodollar Rate Loan Loans made pursuant to this Section 3.01 may be made on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; thereto; (iv) except as otherwise provided each prepayment in Section 3.6(f), respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may besuch Loans; and (viv) in the case of a voluntary each prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to this Section 3.6(f), the notice of prepayment 3.01 shall be given at least ten (10) Business Days prior applied to reduce the date then remaining Scheduled Repayments in inverse order of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionmaturity.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Borrowers shall have the right to prepay or cause to be prepaid the Loans in whole at any time or in part from time to time, time without premium or penalty or premium (except as provided other than the costs described in Section 3.2(b))3.5, if applicable) on the following terms and conditions: (ia) Company or the applicable Borrower shall give the Administrative Agent written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans to it, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and, in the case of Eurodollar Rate Loans, and the specific Borrowing or Borrowings pursuant to which madesuch prepayment is to be applied, which notice shall be given by Company or the applicable Borrower to the Administrative Agent by 12:00 noon11:00 a.m. (New York City time) (or at least one 3 Business Days prior notice (or telephonic notice promptly confirmed in writing), given no later than 1:00 p.m. (New York City time), in the case of a borrowing in Euro or Sterling) at least 2 Business Days prior in the case of SOFR Loans, Eurocurrency Loans and RFR Loans, at least 1 Business Day prior to in the date case of such prepayment (or Base Rate Loans and by 11:00 a.m. (New York City time) in the case of Swing Line Loans on the date of such prepayment and which notice shall (except in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the applicable Lenders; ; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate a principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate equal to the Minimum Borrowing Multiple or, if less, the entire principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, thereof then outstanding; provided that no partial prepayment of Eurodollar Rate Eurocurrency Loans or SOFR Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Minimum Borrowing Amount applicable thereto; (c) Eurocurrency Loans and SOFR Loans may only be prepaid pursuant to this Section 2.4; (iii) any repayment of a Eurodollar Rate Loan 4.3 on a day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to the provisions Section 3.5; (d) each prepayment in respect of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments Borrowing of Revolving Loans, Supplemental Loans under any Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Facility shall be applied pro rata among the Revolving LendersLoans comprising such Borrowing under such Revolving Facility; provided, Supplemental however, that such prepayment shall not be applied to any Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Loans of a Defaulting Lender under any Revolving Loan Facility at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender under such Revolving Facility exceeds such Non-Defaulting Lender’s Revolver Pro Rata Shares, Supplemental Share of all Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; Loans then outstanding under such Revolving Facility; (vie) in the case of a each voluntary prepayment of Term Loans pursuant to this Section 4.3 shall be applied as directed by the applicable Borrower to any or all of the remaining Scheduled Term Repayments of any or all of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which Facilities (in the Borrower requests a waiver pursuant to Section 3.6(famounts designated by such Borrower); provided that in the absence of direction from the applicable Borrower, the Administrative Agent shall apply such prepayment to the remaining Scheduled Term Repayments in direct order of maturity on a pro rata basis across all Term Facilities; and (f) each notice of prepayment shall be given at least ten (10) Business Days prior irrevocable; provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or any other financing, sale, acquisition, merger, or other transaction or event, in which case such notice may be revoked by any Borrower if such condition is not satisfied. The notice provisions, the provisions with respect to the date minimum amount of such proposed prepayment and shallany prepayment, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are equalized as nearly as possible, provided that, prior to any acceleration for the benefit of the Obligations pursuant to Section 7.2, Administrative Agent and may be waived unilaterally by the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionAdministrative Agent.

Voluntary Prepayments. (a) The US Borrower may repay Revolving Loans, Terms Loans, Additional and the UK Borrower shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans and Swingline Loans, Supplemental Revolving Loanswithout premium or penalty, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), 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 at the Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar Rate Term Loans and Eurodollar Revolving Credit Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the US Borrower at least no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 a.m. (Local Time) one Business Day prior to to, or (ii) in the case of Swingline Loans, 10:00 a.m. (Local Time) on, the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or 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 $5,000,000 and in integral multiples the Dollar Equivalent of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum100,000, provided that no partial prepayment of Eurodollar Rate Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on a any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of US Borrower or the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesUK Borrower, 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 be (via) in the case of a voluntary prepayment of the applied to Tranche A Term Loans, Additional Term Loans, D Tranche B Term Loans and E or Tranche B-1 Term Loans in such manner as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine and (b) applied to which reduce Tranche A Repayment Amounts, Tranche B Repayment Amounts or Tranche B-1 Repayment Amounts in such order as the US Borrower requests a waiver (on its own behalf and on behalf of the UK Borrower) may determine. At the US Borrower's election (on its own behalf and on behalf of the UK Borrower) in connection with any prepayment pursuant to this Section 3.6(f)5.1, the notice of such prepayment shall not be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior applied to any acceleration Term Loan or Revolving Credit Loan of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectiona Defaulting Lender.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay Term Loans, Swing Line Revolving Credit Loans, Supplemental Extended Revolving Credit Loans, D Tranche Term Additional/Replacement Revolving Credit Loans and E Tranche Term Loans Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to no later than (i) in the date case of such prepayment (Term Loans, Extended Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or by 11:00 a.m. Revolving Credit Loans, 1:00 p.m. (New York City time) on the date of prepayment (x) one Business Day prior to (in the case of a prepayment of Swing Line 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 which notice shall promptly be transmitted by the Administrative Agent to each of the Lendersrelevant Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in an aggregate principal amount a multiple of at least $5,000,000 100,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in integral multiples a multiple of $1,000,000 above such minimum, 100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; (iii) any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject NYDOCS02/996722.801/1378372.11 129 to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f)evidence that each Credit Party is duly organized or formed, any voluntary prepayment and that each of the Term LoanBorrower and each Guarantor is validly existing, Additional Term Loan, D Tranche Term Loan in good standing and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior qualified to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; engage in business in (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vix) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f)Borrower, the notice State of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); Massachusetts and (viiiy) voluntary repayments in the case of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agenteach Guarantor, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration State of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionDelaware.

Voluntary Prepayments. Each Borrower shall have the right to prepay Revolving Loans incurred by it, without premium or penalty (a) The Borrower may repay Revolving Loansexcept for amounts payable to Section 1.11), Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part part, from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, specifying whether such Revolving Loans are Tranche 1 Revolving Loans, Tranche 2 Revolving Loans or Tranche 3 Revolving Loans, the amount of such prepayment and, and (in the case of Eurodollar Rate Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Revolving Loans were Back to Contents made, which notice shall be given received by Borrower at least the Administrative Agent (x) in the case of Base Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment prepayment, or (or by 11:00 a.m. (New York City timey) on the date of prepayment in the case of a Eurodollar Loans, at least three Business Days prior to the date of such prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum1,000,000, provided that no partial prepayment of Eurodollar Rate any Revolving Loans shall reduce the aggregate principal amount of the Revolving Loans outstanding under a single Tranche to an amount less than $1,000,000; (iii) each prepayment in respect of any Revolving Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the shall be applied pro ra ta among such Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans; (iv) prepayments of Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in this Section 2.4; (iii) any repayment of a Eurodollar Rate Loan 4.01 may only be made on a day other than the last day of an Interest Period applicable thereto shall be subject unless concurrently with such prepayment any payments required to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on pursuant to Section 1.11 as a proportionate basis based on the respective aggregate outstanding principal amounts result of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan are made; and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments each prepayment of Tranche 2 Revolving Loans, Supplemental Loans or Tranche 3 Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans pursuant to this Section 4.01 shall be applied consist of a pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of 2 Revolving Loans and Supplemental Tranche 3 Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date basis of which the Borrower has notified the Agent, the Tranche 2 Revolving Loan Availability Ratio Percentage and the Supplemental Tranche 3 Revolving Loan Availability Ratio are equalized as nearly as possiblePercentage, provided that, prior to in each case at the time of any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionprepayment.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche shall have the right to prepay Term Loans and E Tranche Term Loans Revolving Credit Loans, in each case without premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i1) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the date and amount of such prepayment andprepayment, the (i) in the case of Eurocurrency Loans denominated in Dollars, three Business Days prior to, (ii) in the case of Eurocurrency Loans denominated in Alternative Currencies, four Business Days (or five Business Days, in the case of Eurodollar Special Notice Currencies) prior to and (iii) in the case of Base Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to to, the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii2) each partial prepayment of (i) any Borrowing (other than a Borrowing of Swing Line Loans) Eurocurrency Loans shall be in an aggregate principal a minimum amount of at least $5,000,000 1,000,000 and in integral multiples of $1,000,000 above such minimum in excess thereof and each partial prepayment of a Swing Line Loan (ii) any Base Rate Loans shall be an aggregate principal in a minimum amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, 100,000 in excess thereof; provided that no partial prepayment of Eurodollar Rate Eurocurrency Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurocurrency Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth applicable Minimum Borrowing Amount for such Eurocurrency Loans, and (3) in the case of any prepayment of Eurocurrency Loans pursuant to this Section 2.4; (iii) 5.1 on any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall be subject set forth in reasonable detail the basis for requesting such amount), pay to the provisions Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Subject to Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary each such prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among to the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Loans of the Lenders and E Tranche Lenders, respectively, based on in accordance with their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) Applicable Percentages in the case of a voluntary prepayment respect of the Term Loansrelevant Facility. (b) The Borrower may, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which upon notice by the Borrower requests to the Swing Line Lender (with a waiver pursuant copy to Section 3.6(fthe 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 notice 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 given at least ten (10) Business Days prior to in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such proposed prepayment. The Administrative Agent will promptly notify the Swing Line Lender of the amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans the payment amount specified in such notice shall be subject to Section 3.2(b); due and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made payable on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionspecified therein.

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional shall have the right to prepay its Term Loans, Swing Line Revolving Credit Loans and Swingline Loans, Supplemental Revolving Loansin each case, D Tranche Term Loans and E Tranche Term Loans without premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment and, and (in the case of Eurodollar LIBOR Loans or Alternative Currency Term Rate Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. no later than 1:00 p.m. (New York City time) on the date of prepayment (i) in the case of a Loans (other than Swingline Loans), one Business Day prior to or (ii) in the case of Swingline Loans, on, the date of such prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of (i) any Borrowing of LIBOR Loans denominated in Dollars shall be in a minimum amount of $10,000,000, (ii) any ABR Loans (other than a Borrowing of Swing Line Swingline Loans) shall be in an aggregate principal a minimum amount of at least $1,000,000, (iii) any Loans denominated in Euro shall be in a minimum amount of €10,000,000, (iv) any Loans denominated in Sterling shall be in a minimum amount of £5,000,000 and (v) Swingline Loans shall be in integral multiples a minimum amount of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, 500,000; provided that no partial prepayment of Eurodollar LIBOR Loans or Alternative Currency Term Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding LIBOR Loans or Alternative Currency Term Rate Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount applicable Minimum Borrowing Amount for such LIBOR Loans or Alternative Currency Term Rate Loans, as set forth in Section 2.4; applicable and (iiic) any repayment prepayment of a Eurodollar LIBOR Loans or Alternative Currency Term Rate Loan Loans pursuant to this Section 5.1(a) on a 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 2.16; 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (iva) except applied to the Class or Classes of Term Loans as otherwise provided in Section 3.6(f), the Borrower may specify and (b) as to any voluntary prepayment such Class of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loansapplied to reduce Repayment Amounts thereunder in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, D Tranche Term Loans and E Tranche Term Loans such prepayment shall not be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, to any Term Loan Pro Rata Shares, Additional Term or Revolving Credit Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionDefaulting Lender.

Voluntary Prepayments. (a) The Borrower may repay Revolving Borrowers shall have the right to prepay the Loans, Terms Loanswithout premium or penalty (other than reimbursement of Lenders’ costs in accordance with Section 2.11), Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole or in part at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the Borrower Company shall give the Administrative Agent prior to 12:00 P.M. (noon) (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers’ intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers’ intent to prepay LIBORTerm SOFR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment, the date of prepayment (which shall be a Business Day) and the Types of Loans to be prepaid and, in the case of Eurodollar Rate LIBORTerm SOFR Loans, the specific Borrowing or Borrowings pursuant to which such LIBORTerm SOFR Loans were made, and which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment Administrative Agent shall, except in the case of a prepayment of Swing Line Swingline Loans) and which notice shall , promptly be transmitted by the Agent transmit to each of the Lenders; (ii) (A) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line LoansRevolving 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 in integral multiples of $1,000,000 above such minimum and (B) each partial prepayment of a Swing Line Loan Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 and 100,000 (or such lesser amount as is acceptable to the Administrative Agent in integral multiples of $1,000,000 above such minimumany given case); provided, provided that no if any partial prepayment of Eurodollar Rate LIBORTerm SOFR Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding principal amount of LIBORTerm SOFR Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as set forth in Section 2.4; a Borrowing of LIBORTerm SOFR Loans (iiiand same shall automatically be converted into a Borrowing of Base Rate Loans) and any repayment of a Eurodollar Rate Loan on a day other than the last day election of an Interest Period applicable with respect thereto given by the Company shall be subject have no force or effect; and (iii) each prepayment pursuant to the provisions this Section 5.01(a) in respect of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Revolving Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Revolving Loans; provided, that at the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) Company’s election in the case of a voluntary connection with any prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental 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 made in conjunction with one another such that after giving effect applied to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectiona Defaulting Lender.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the Borrower shall give the Agent prior to 10:00 A.M. (New York time) at its Notice Office at least three Business Days' prior written notice (or telephonic in the case of Eurodollar Loans and one Business Day's prior written notice promptly confirmed in writing) the case of Base Rate Loans of its intent to prepay the Loans, whether Term Loans, Capital Expenditure Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Agent shall be given by Borrower at least one Business Day prior promptly transmit to each of the date of such prepayment Banks; (or by 11:00 a.m. (New York City timeii) on the date of prepayment in the case of a prepayment prepayments of Swing Line Loans) and which notice shall promptly be transmitted by the Agent to each less than all of the Lenders; (ii) outstanding Loans of a Tranche, each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of equal to at least $5,000,000 and the Minimum Borrowing Amount applicable thereto and, if greater, in integral multiples of $1,000,000 above such minimum and each partial prepayment 500,000 (or $100,000, in the case of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, Revolving Loans); provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; Minimum Borrowing Amount; (iii) any repayment no prepayment of a Eurodollar Rate Loan Loans made pursuant to this Section 4.01 may be made on a day other than the last day of an Interest Period applicable thereto shall be subject unless concurrently with such prepayment the Borrower pays all amounts owing pursuant to the provisions Section 1.11 as a result of Section 2.16; such prepayment; (iv) except as otherwise provided each prepayment in Section 3.6(f), respect of any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be Loans made on pursuant to a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans; (v) each prepayment of Term Loans or Capital Expenditure Loans pursuant to this Section 4.01 must consist of a prepayment of Term Loans (in an amount equal to the Term TL Percentage of such prepayment) and Capital Expenditure Loans (in an amount equal to the CapEx TL Percentage of such prepayment); provided, however, that prior to the Capital Expenditure Loan Conversion Date a prepayment of Capital Expenditure Loans shall not be required to be accompanied by a prepayment of Term Loans and a prepayment of Term Loans shall not be required to be accompanied by a prepayment of Capital Expenditure Loans; and (vi) each prepayment of Capital Expenditure Loans after the Capital Expenditure Loan Conversion Date and each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche being repaid on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment). (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks) to repay all Loans, together with accrued and unpaid interest, Fees and all 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 of any Bank with a Revolving Loan Commitment or Capital Expenditure Loans of any Bank with a Capital Expenditure Loan Commitment pursuant to this clause (b), the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Commitment or Capital Expenditure Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata SharesCommitment, as the case may be; , of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (viat which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments or Capital Expenditure Loan Commitments, as the case may be), and (B) in the case of a voluntary prepayment the repayment of Loans of any Bank, the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which consents required by Section 13.12(b) in connection with the Borrower requests a waiver repayment pursuant to Section 3.6(f), the notice of prepayment this clause (b) shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionhave been obtained.

Voluntary Prepayments. (a) The Borrower Loans may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans be repaid in whole at any time or in part from time to time, without penalty premium or premium (except as penalty; provided in Section 3.2(b)), on the following terms and conditions: that (i) the Borrower shall give Eurodollar Loans may be prepaid only upon three (3) Business Days' prior written notice to the Agent written notice and must be accompanied by payment of any amounts owing under Section 3.11, (or telephonic notice promptly confirmed in writingii) partial prepayments shall be minimum principal amounts of its intent to prepay the Loans, the amount of such prepayment and$1,000,000, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made$1,000,000, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 Base Rate Loans and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and 500,000 in integral multiples of $1,000,000 above such minimum, provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; (iii) any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject excess thereof. Subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f)foregoing terms, any voluntary prepayment of prepayments with respect to the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche A Term Loans and E the Tranche B Term Loans pursuant to this Section 3.3(a) shall be applied as follows: (I) the first $15 million of proceeds prepaid during the term of this Credit Agreement pursuant to the terms of this Section 3.3(a) and Section 3.3(c) shall be applied among the outstanding Tranche A Term Loans and the Tranche B Term Loans (and among the remaining principal installments due thereunder) as the Borrower may elect; provided that if the Borrower fails to specify the manner of prepayment of any portion of the first $15 million of proceeds such prepayment shall be applied pro rata among the Revolving Lendersoutstanding Tranche A Term Loans and Tranche B Term Loans (which amount shall then be applied pro rata with respect to each remaining installment of principal), Supplemental Revolving Lenders(II) following the prepayment of the first $15 million of Term Loans, prepayments with respect to the Term LendersLoans pursuant to this Section 3.3(a) shall be applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro rata to the principal payments on the Tranche A Term Loans and Tranche B Term Loans due within the first twelve months following repayment of $15 million of Term Loans pursuant to clause (I) above), Additional Lendersand (III) following the prepayments required pursuant to clause (II) above, D prepayments with respect to the Term Loans pursuant to this Section 3.3(a) shall be applied pro rata among the outstanding Tranche Lenders A Term Loans and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, B Term Loan Pro Rata Shares, Additional Loans (which amounts shall be applied pro rata with respect to each remaining installment of principal). One or more holders of the Tranche B Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case Loans may be; (vi) in the case of decline to accept a voluntary prepayment under this Section 3.3(a) (to the extent there is sufficient Tranche A Term Loans outstanding to be paid with such prepayment in which case any voluntary prepayments declined by the holders of the Tranche B Term Loans, Additional Term Loans, D Loans shall be allocated pro rata among the Tranche A Term Loans and E the Tranche B Term Loans as to which held by Lenders accepting such prepayment). Within the Borrower requests a waiver pursuant to Section 3.6(f)parameters of the applications set forth above, the notice of prepayment prepayments shall be given at least ten (10applied first to Base Rate Loans and then Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(a) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); 3.11, but otherwise without premium or penalty, and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made accompanied by interest on the proposed repayment principal amount prepaid through the date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under Sectionprepayment.

Voluntary Prepayments. (a) The Borrower may repay Revolving shall have the right to prepay the Loans, Terms Loanswithout premium or penalty, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans in whole or in part at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Eurodollar Loans, whether Tranche ▇-▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ ▇▇▇▇ Loans, Tranche A-3 Term Loans, Tranche B-1 Term Loans, Tranche 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 Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower at least one Business Day prior to the date of such prepayment (or by 11:00 a.m. (New York City time) on the date of prepayment in the case of a prepayment of Swing Line Loans) and which notice Administrative Agent shall promptly be transmitted by the Agent transmit to each of the LendersBanks; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and 1,000,000 (or $250,000 in integral multiples the case of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimumSwingline Loans), provided that no if any partial prepayment of Eurodollar Rate Loans made pursuant to a single any Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than (1) in the minimum borrowing amount case of Term Loans, $5,000,000 and (2) in the case of Revolving Loans, $1,000,000, then such Borrowing may not be continued as set forth in Section 2.4a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment in respect of any repayment of Loans made pursuant to a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans Borrowing shall be applied pro rata among such Loans; provided that at the Borrower's election in connection with any prepayment of Revolving LendersLoans pursuant to this Section 4.01, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective such prepayment shall not be applied to any Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may beof a Defaulting Bank; (viiv) in the case event of certain refusals by a voluntary prepayment of Bank as provided in Section 16.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Term LoansRequired Banks, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shallmay, subject to compliance with all the provisions of Section 3.6(f16.12(b), be irrevocable; upon five Business Days' written notice to the Administrative Agent at its Notice Office (viiwhich notice the Administrative Agent shall promptly transmit to each of the Banks) repay all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); Loans, together with accrued and (viii) voluntary repayments of Revolving Loans unpaid interest, Fees, and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect other amounts owing to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard Bank (or owing to such ratios Bank with respect to repay Eurodollar Rate Loans coming due each Tranche which gave rise to the extent necessary need to avoid or minimize breakage costs and expenses imposed under Sectionobtain such Bank's individual consent) in accordance with said Section 16.12

Voluntary Prepayments. (a) The Each Borrower may repay Revolving Loansshall have the right to prepay the Loans made to such Borrower, Terms Loanswithout premium or penalty except as otherwise provided in this Agreement, Additional and the right to allocate such prepayments to Tranche A Term Loans, Swing Line Tranche B Term Loans, Supplemental Revolving Loans, D Tranche Incremental Term Loans and E Tranche Term of a given Tranche, Revolving Loans and/or Swingline Loans as such Borrower elects, in whole or in part, at any time or in part and from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (i) the an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Tranche A Term Loans, Tranche B Term Loans, U.S. Borrower Incremental Term Loans under a given Tranche, Bermuda Borrower Incremental Term Loans under a given Tranche, U.S. Borrower Multicurrency Facility Revolving Loans, Bermuda Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Dollar Facility Revolving Loans, Bermuda Borrower Dollar Facility Revolving Loans, U.S. Borrower Multicurrency Facility Swingline Loans, Bermuda Borrower Multicurrency Facility Swingline Loans, U.S. Borrower Dollar Facility Swingline Loans and/or Bermuda Borrower Dollar Facility Swingline Loans, the amount and currency (or currencies) of such prepayment the Loans to be prepaid, the Types of Loans to be repaid and, in the case of Eurodollar Euro Rate Loans (other than Swingline Loans), the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower (x) prior to 2:00 P.M. (New York time) at least one Business Day prior to the date of such prepayment in the case of Loans maintained as Base Rate Loans (or by 11:00 a.m. other than Dollar Facility Swingline Loans), (New York City timey) on the date of such prepayment in the case of a prepayment of Swing Line Loans) and which notice shall promptly be transmitted by the Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum, provided that no partial prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4; (iii) any repayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period applicable thereto shall be subject to the provisions of Section 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Swingline Loans, provided that such notice is given prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan 10:00 A.M. (New York time) and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (vz) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans shall be applied pro rata among the Revolving Lenders, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares, Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; prior to 10:00 A.M. (viNew York time) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) three Business Days prior to the date of such proposed prepayment in the case of Euro Rate Loans (other than Euro Denominated Swingline Loans) and shall, subject to Section 3.6(f)except in the case of Swingline Loans, be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject promptly transmitted by the Administrative Agent to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration each of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionLenders;

Voluntary Prepayments. (a) The Borrower may repay Revolving Loans, Terms Loans, Additional Term Loans, Swing Line Loans, Supplemental Revolving Loans, D Tranche shall have the right to prepay Term Loans and E Tranche Term Loans Revolving Credit Loans, without premium or penalty, in whole at any time or in part from time to time, without penalty or premium (except as provided in Section 3.2(b)), time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loansmake such prepayment, the amount of such prepayment, whether such prepayment andshall be applied to A Term Loans, B Term Loans or Revolving Credit Loans, and (in the case of Eurodollar Rate Term Loans and Eurodollar Revolving Credit Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York time) (i) at least one Business Day prior to the date of such prepayment in the case of Term Loans and Revolving Credit Loans maintained as ABR Loans and (or by 11:00 a.m. (New York City timeii) on at least three Business Days prior to the date of such prepayment in the case of a prepayment of Swing Line Term Loans and Revolving Loans maintained as Eurodollar Loans) , and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (iib) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 above such minimum and each partial prepayment of a Swing Line Loan shall be an aggregate principal amount of at least $1,000,000 and in integral multiples of $1,000,000 above such minimum1,000,000, provided that no partial prepayment of Eurodollar Rate Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing under the Term Loan, the Additional Term Loan, the Revolving Loan, the Supplemental Revolving Loan, the D Tranche Term Loan or the E Tranche Term Loan shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount as set forth in Section 2.4Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (iiic) any repayment prepayment of a Eurodollar Rate Loan Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on a 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 2.16; (iv) except as otherwise provided in Section 3.6(f), any voluntary 2.11. Each prepayment of the Term Loan, Additional Term Loan, D Tranche Term Loan and E Tranche Term Loan must be made on a proportionate basis based on the respective aggregate outstanding principal amounts of such Loans, provided that prior to September 30, 1997, any prepayment of the Term Loan, Additional Term Loan and E Tranche Term Loan may be made on a proportionate basis based solely on the respective aggregate outstanding principal amounts of such Loans and without making any proportionate prepayment of the D Tranche Term Loan; (v) prepayments of Revolving Loans, Supplemental Revolving Loans, Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans of a Facility pursuant to this Section 5.1 shall be applied pro rata among to reduce the Revolving LendersRepayment Amounts of such Facility in such order as the Borrower may determine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, Supplemental Revolving Lenders, Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders, respectively, based on their respective Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, such prepayment shall not be applied to any Term Loan Pro Rata Shares, Additional Term or Revolving Credit Loan Pro Rata Shares, D Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares, as the case may be; (vi) in the case of a voluntary prepayment of the Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans as to which the Borrower requests a waiver pursuant to Section 3.6(f), the notice of prepayment shall be given at least ten (10) Business Days prior to the date of such proposed prepayment and shall, subject to Section 3.6(f), be irrevocable; (vii) all prepayments of D Tranche Term Loans shall be subject to Section 3.2(b); and (viii) voluntary repayments of Revolving Loans and Supplemental Revolving Loans shall be made in conjunction with one another such that after giving effect to such repayments and any other proposed repayments of Obligations to be made on the proposed repayment date of which the Borrower has notified the Agent, the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible, provided that, prior to any acceleration of the Obligations pursuant to Section 7.2, the Agent shall apply repayments without regard to such ratios to repay Eurodollar Rate Loans coming due to the extent necessary to avoid or minimize breakage costs and expenses imposed under SectionDefaulting Lender.