Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Trancheand Swingline Loans, in each case, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all make such prepayment, the amount of the Term Loans, or such prepayment and (in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate LIBOR Loans, ) the specific Borrowing or Borrowings pursuant to which madeBorrowing(s) being prepaid, which notice shall be given by the Borrower (x) prior to 12:00 Noon no later than 1:00 p.m. (New York City time) at least one (i) in the case of LIBOR Loans, three Business Day Days prior to and (ii) in the case of ABR Loans on the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the Lenders; ; (iib) each partial prepayment of Term (i) LIBOR Loans pursuant to this Section 5.01(a) shall be in an aggregate principal a minimum amount of at least $1,000,000 or such lesser 500,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount as is acceptable to the Administrative Agentof $500,000 and in multiples of $100,000 in excess thereof; provided that if any no partial prepayment of LIBO Rate LIBOR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of LIBO Rate LIBOR Loans made pursuant to such Borrowing to an amount less than $1,000,000 for such LIBOR Loans; and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with respect thereto given by Borrower the applicable provisions of Section 2.11. Each such notice shall have no force or effect; (iii) each 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 5.01(a) in respect of any Term Loans made pursuant to a Borrowing 5.1, such prepayment shall not be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term to any Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Trancheand Revolving Credit Loans, in each case, without premium or penalty (other than as provided in but subject to Section 2.11 and Section 4.01(b)2.20), in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all make such prepayment, the amount of the Term Loans, or such prepayment and (in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate LIBOR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (xi) prior to in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 Noon noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the relevant Lenders; (iib) each partial prepayment of any Borrowing of Term Loans pursuant to this Section 5.01(a) or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent1,000,000; provided that if any no partial prepayment of LIBO Rate LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of LIBO Rate LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate LIBOR Term Loans and or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any election day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with respect thereto the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have no force resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or effect; shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (iiia) each applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.01(a) in respect of 5.1, such prepayment shall not be applied to any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment Loan or Revolving Credit Loan of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at its the Notice Office a Notice of Loan Prepayment (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, Base Rate Loans (or same day notice in the case of any partial prepaymenta prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, the Tranche of Term which notice (in each case) shall specify whether Revolving Loans to or Swingline Loans shall be prepaid, the amount of such prepayment and the Term Types of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment Administrative Agent shall, except in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date a prepayment of such prepayment in the case of LIBO Rate Loans (orSwingline Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent; Agent in any given case), provided that if any partial prepayment of LIBO Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Euro Rate Loans, such Borrowing Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; , provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrower’s election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Revolving Loans of a given Tranche pursuant to this Section 5.01(a) ), such prepayment shall not, so long as no Default or Event of Default then exists, be applied as directed by Borrower in the applicable Notice of to any Revolving Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.Defaulting Lender; (b) In the event (i) of a refusal certain refusals by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender), the Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), repay all Term Loans of such LenderLender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), so long as, as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to clause Section 4.02(b) (iat which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) hereof, and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required under by Section 13.12(b) in connection with the repayment pursuant to such this clause (ib) shall have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Trancheand Swingline Loans, in each case, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all make such prepayment, the amount of the Term Loans, or such prepayment and (in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate LIBOR Loans, ) the specific Borrowing or Borrowings pursuant to which madeBorrowing(s) being prepaid, which notice shall be given by the Borrower (x) prior to 12:00 Noon no later than 1:00 p.m. (New York City time) at least one (i) in the case of LIBOR Loans, three Business Day Days prior to and (ii) in the case of ABR Loans on the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the Lenders; ; (iib) each partial prepayment of Term (i) LIBOR Loans pursuant to this Section 5.01(a) shall be in an aggregate principal a minimum amount of at least $1,000,000 or such lesser 500,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount as is acceptable to the Administrative Agentof $500,000 and in multiples of $100,000 in excess thereof; provided that if any no partial prepayment of LIBO Rate LIBOR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of LIBO Rate LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto, then if for such Borrowing is a Borrowing LIBOR Loans; and (c) any prepayment of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate LIBOR Loans and pursuant to this Section 5.1 on any election day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with respect thereto given by Borrower the applicable provisions of Section 2.11. Each such notice shall have no force or effect; (iii) each 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 5.01(a) in respect of any Term Loans made pursuant to a Borrowing 5.1, such prepayment shall not be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term to any Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturityDefaulting Lender. Notwithstanding anything the foregoing (and as provided in clause (1) of the proviso to Section 2.17(a)), the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) Borrower may state that it is conditioned upon the occurrence or non-occurrence not prepay Extended Loans of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case Extension Series unless such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition prepayment is not satisfied. (b) In the event (i) of a refusal accompanied by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement pro rata repayment of Existing Loans of the Specified Existing Commitment Class of the Existing Class from which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (such Extended Loans and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office Extended Commitments were converted (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments Commitments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions theretoExisting Class have otherwise been repaid and terminated in full). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b4.01(e)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic written notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three (3) Business Days (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the date of such prepayment in the case of LIBO Rate SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of LIBO Rate SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or or, the Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) 13.12 or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b)13.12, so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) 13.12 in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) The Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03); provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), may be repaid in whole or in part at any time and from time to time on the following terms and conditions: without premium or penalty; provided that (i) Borrower LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall give be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrowers elect to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrowers) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of a prepayment under this clause (a) or clause (b) below, interest on the principal amount prepaid shall be payable on any partial date that a prepayment is made hereunder through the date of prepayment, the Tranche of Term Loans to be prepaid, the amount of . Amounts prepaid on the Term Loans to may not be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which reborrowed. Each notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted delivered by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans Borrowers pursuant to this Section 5.01(a2.11(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to revocable by the Administrative Agent; provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower Borrowers (by written notice to the Administrative Agent on or prior to the proposed prepayment date specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions theretotherein). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any Tranchemade to such Borrower, without premium or penalty (other than except as otherwise provided in Section 2.11 this Agreement, and Section 4.01(b))the right to allocate such prepayments to Loans of a given Tranche, as such Borrower elects, in whole or in part part, at any time and from time to time on the following terms and conditions: (i) an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all the Loans, specifying the Tranche or Tranches of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments repaid and, in the case of LIBO Rate Eurodollar 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 12:00 Noon 2:00 P.M. (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon 10:00 A.M. (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (orEurodollar Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent which notice shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; ; (ii) each partial prepayment applied to any Tranche of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; 1,000,000, provided that if any partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate 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) each at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01(a4.01 on any date other than the last day of the Interest Period applicable thereto, such Borrower shall pay the amounts required pursuant to Section 1.11(a); (iv) except as provided in Section 4.01(v) below, each prepayment in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause Loans made pursuant to such Borrowing; (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (ivv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall 4.01 shall, subject to the immediately succeeding proviso, be applied as directed by Borrower to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of the Scheduled Repayments of such Tranche of Loans after giving effect to all prior reductions thereto); provided that repayments of any Tranche of Loans pursuant to Section 4.01(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 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 applicable Notice of Loan Prepayment delivered pursuant to manner provided above in this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event4.01(v), in which case such notice may be revoked unless otherwise specifically agreed by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.Required Lenders; (bvi) In in the event (i) of a refusal certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, such Borrower may, upon three five Business Days’ prior written notice by an Authorized Officer of such Borrower to the Administrative Agent at the its Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), repay all Term Loans of such Lender, together with and pay all accrued and unpaid interest, Fees Fees, and other amounts amounts, in each case owing by such Borrower to such Lender (or owing by such Borrower 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, as (A) in the case of the repayment of Incremental Term Loans of any Lender under a given Tranche, the Incremental Term Loan Commitment of such Lender under such Tranche (if any) is terminated concurrently with such repayment pursuant to clause Section 3.02(c) (iat which time Schedule I shall be deemed modified to reflect the changed Incremental Term Loan Commitments of such Tranche) hereof, and (B) the consents, if any, consents required under by Section 13.12(b) in connection with the repayment pursuant to such this clause (ivi) have been obtained. Each ; (vii) in the case of any prepayment of Tranche C Term Loans or Bermuda Borrower Incremental 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(xviii) at any time Tranche B Term Loan pursuant to this Section 5.01(b) Loans or U.S. Borrower Incremental Term Loans are outstanding, such prepayment shall reduce be accompanied by a prepayment of Tranche B Term Loans or U.S. Borrower Incremental Term Loans by the then remaining Scheduled Repayments of U.S. Borrower in such amount so that the applicable Tranche voluntary prepayments of Term 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 the then remaining unpaid outstanding principal amounts of Scheduled Repayments each such Tranche of Term Loans); and (viii) each prepayment of Loans of any Tranche pursuant to this Section 4.01 made prior to the first anniversary of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower Restatement Effective Date in connection with a Repricing Transaction shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, be subject to the requirements payment of Sections 5.02(l) and (m) and the fee described in Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,0003.01(h).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term SOFR Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three (3) U.S. Government Securities Business Days prior to the date of such prepayment in the case of LIBO Rate Term SOFR Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term SOFR Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of LIBO Rate Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) ), or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon three five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower Company shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (ia) Borrower Company shall give the Administrative Agent irrevocable written notice at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of such prepayment and the Term Loans specific Borrowings to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply is to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which madebe applied, which notice shall be given by Borrower (x) prior Company to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon Administrative Agent by 1:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent which notice shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the applicable Lenders; ; (iib) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent1,000,000; provided that if any no partial prepayment of LIBO Rate Eurocurrency Loans made pursuant to any a single Borrowing shall reduce the outstanding aggregate principal amount of LIBO Rate the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (c) each voluntary prepayment shall include payment of accrued interest on the principal amount repaid together with any prepayment premium due pursuant to Section 3.2(b) and shall be applied to payment of such amounts before application to principal and shall include amounts payable, then if such Borrowing is a Borrowing of LIBO Rate Loansany, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; under Section 3.5; (iiid) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Term LoansBorrowing; provided that it is understood and agreed that this clause and (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (ive) each voluntary prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower to the Scheduled Term Repayments in proportional amounts equal to the applicable Notice Term Percentage of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations Term Loans with respect to this Agreement which have been approved by the Required Lenders (or Required such prepayment and, within each Term LendersLoan, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each pro rata prepayment of any the Scheduled Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of for such Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepayLoan. Unless otherwise specified by Company, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as Company shall request (and in an the absence of such request, as Administrative Agent shall determine). The notice provisions with respect to the minimum amount that is an of any prepayment and the provisions requiring prepayments in integral multiple multiples above such minimum amount of $100,000this Section 4.2 are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office a Notice of Loan Prepayment (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 all Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Term their intent to prepay Eurodollar Loans, whether Revolving Loans or in the case of any partial prepayment, the Tranche of Term Swingline Loans to shall be prepaid, the amount of such prepayment and the Term Type of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $100,000 in the Administrative Agent; case of Swingline Loans), provided that if any partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Term Revolving Loans; , provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrowers' election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Revolving Loans of a given Tranche pursuant to this Section 5.01(a) 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice prepayment of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence Revolving Loans of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedDefaulting Lender. (b) In the event (i) of a refusal certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three five Business Days’ prior ' written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Lenders) repay all Term Loans of such LenderRevolving Loans, together with accrued and unpaid interest, Fees Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), ) so long as, in as (A) the case Commitment of any such Lender is terminated concurrently with such repayment pursuant to clause Section 3.02(b) (iat which time Schedule I shall be deemed modified to reflect the changed Commitments) hereof, and (B) the consents, if any, consents required under by Section 13.12(b) in connection with the repayment pursuant to such this clause (ib) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheRevolving Credit Loans, without premium or penalty (other than as provided in amounts, if any, required to be paid pursuant to Section 2.11 and Section 4.01(b)with respect to prepayments of SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part at any time and part, from time to time on any date on the following terms and conditions: : (ia) the Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office a Notice of Loan Prepayment revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial make such prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate SOFR Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (x) prior to 12:00 Noon one (New York City time1) at least one Business Day prior to the date of such prepayment (in the case of Term Loans maintained as Base Rate Loans and ABR Loans) or (y) prior to 12:00 Noon three (New York City time3) at least three Business Days prior to the date of such prepayment (in the case of LIBO Rate Loans SOFR Loans) (or, in the case of clauses (x) and (y)each case, such shorter period time as the Administrative Agent shall agree in its sole and absolute discretionmay agree), and be promptly transmitted by the Administrative Agent to each of the Lenders; (iib) each partial prepayment of Term any Borrowing of Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent5,000,000; provided that if any no partial prepayment of LIBO Rate SOFR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of LIBO Rate SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate for SOFR Loans and (c) any election prepayment of SOFR Loans pursuant to this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with respect thereto given by Borrower the applicable provisions of Section 2.11. All prepayments under this Section 5.1 shall have no force or effect; (iii) each also be subject to the provisions of Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing 5.1, such prepayment shall not be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment to any Loan of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changesis a non-consenting Lender, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon three five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any Tranchemade to such Borrower, without premium or penalty (other than but subject to Section 1.10), and the right to allocate such prepayments to Loans of a given Tranche, as provided in Section 2.11 and Section 4.01(b))such Borrower elects, in whole or in part part, at any time and from time to time on the following terms and conditions: (i) an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all the Loans, specifying the Tranche or Tranches of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments repaid and, in the case of LIBO Rate Eurodollar 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 12:00 Noon 2:00 P.M. (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon 10:00 A.M. (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (orEurodollar Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent which notice shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; ; (ii) each partial prepayment applied to any Tranche of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; 1,000,000, provided that if any partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto$5,000,000, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate 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) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and Loans made pursuant to such Borrowing; (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) 4.01 shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable respective Tranche of Term Loans on a pro rata basis in the manner specified by the applicable Borrower in the applicable prepayment notice; and (based upon v) in the then remaining unpaid principal amounts of Scheduled Repayments event that, prior to the first anniversary of the respective Tranche after giving effect to all prior reductions thereto). Amendment No. 4 Effective Date, any Credit Party (cx) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, U.S. Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject pay to the requirements Administrative Agent, for the ratable account of Sections 5.02(leach applicable Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the affected Term Loans of such Lender being prepaid and (mII) and Section 5.03; provided that each partial prepayment shall be in an the case of clause (y), a payment equal to 1% of the aggregate amount that is an integral multiple of $100,000the applicable Term Loans outstanding immediately prior to such amendment.

Voluntary Prepayments. (a) Borrower The Borrowers shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Lead Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) (“Notice of Prepayment”) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term SOFR Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon 11:00 a.m. (New York City time) at least three two Business Days prior to the date of such prepayment in the case of LIBO Rate Term SOFR Term Loans (or, in the case of clauses clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term SOFR Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of LIBO Rate Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Lead Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changeschanged, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Lead Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at its the Notice Office a Notice of Loan Prepayment (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, Base Rate Loans (or same day notice in the case of any partial prepaymenta prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, the Tranche of which notice (in each case) shall specify whether B-1 Term Loans, B-2 Term Loans, Revolving Loans to or Swingline Loans shall be prepaid, the amount of such prepayment and the Term Types of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment Administrative Agent shall, except in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date a prepayment of such prepayment in the case of LIBO Rate Loans (orSwingline Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 (or such lesser amount as is acceptable to the Administrative Agent; ) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans at the end of the Interest Period then applicable thereto unless otherwise repaid at or prior to the end of the Interest Period then in effect) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; , provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrower’s election in connection with an Extension Amendmentany prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed to the then outstanding Term Loans on a pro rata basis; provided that if any voluntary repayment of Term Loans is made before the B-1 Conversion Date with the Net Cash Proceeds of one or more issuances of Equity Interests by Borrower Holdings, then such voluntary prepayment shall be applied (A) first, to then outstanding B-2 Term Loans until same are repaid in full and (B) second, to the applicable Notice extent in excess thereof, to then outstanding B-1 Term Loans; and (v) each prepayment of Loan Prepayment delivered Term Loans pursuant to this Section 5.01(a) or, if no such direction is givenshall be applied to reduce any Scheduled Term Loan Repayment (or any combination of Scheduled Term Loan Repayments), in direct order each case in aggregate amount equal to the principal amount of maturitythe respective prepayment of Term Loans, at the direction of the Borrower in its sole discretion; provided that any amount applied to the prepayment of B-2 Term Loans pursuant to the proviso to preceding clause (iv) shall be applied to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment after giving effect to all prior reductions thereto). Notwithstanding anything to the contrary contained in this Agreementherein, any such Notice voluntary prepayments of Loan Prepayment Term Loans may not be made on or prior to the Merger Closing Date without the prior written consent of the Lead Arrangers and the Bridge Lead Arranger. Each notice given pursuant to this Section 5.01(a) shall be irrevocable; provided that a notice of the prepayment in full of all Loans pursuant to Section 5.01(a), given in conjunction with a notice of the termination of the Total Revolving Loan Commitment pursuant to Section 4.02(a), or a notice of prepayment of Term Loans, may state that it the respective notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence an issuance of a Change Equity Interests by Holdings or one or more issues of Control or any similar event)Indebtedness, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal certain refusals by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender14.12(b), the Borrower may, upon three five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), repay all Term Loans of such LenderLender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then 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(b14.12(b), so long as, as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to clause Section 4.02(b) (iat which time Schedule 1.01A shall be deemed modified to reflect the changed Revolving Loan Commitments) hereof, and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required under by Section 13.12(b14.12(b) in connection with the repayment pursuant to such this clause (ib) shall have been obtained. Each prepayment of any Term Loan Loans pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Term Loan Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts amount of each such Scheduled Repayments Term Loan Repayment of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans, Acquisition Term Loans, Swingline Loans of any Trancheand Revolving Loans incurred by it in whole or in part from time to time, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))except for breakage costs, in whole or in part at any time and from time to time if any) on the following terms and conditions: (i) the Applicable Borrower shall give the Administrative Agent at its Notice the Administrative Agent's Office a Notice of Loan Prepayment (with respect to U.K. Swingline Loans, notice shall also be given to the U.K. Swingline Bank) written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, such prepayment and the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, and the specific Borrowing or Borrowings pursuant which are to which madebe prepaid, which notice shall be given by the Applicable Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment (or in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to a Swingline Loan, the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (xprepayment) and (y), such shorter period as the Administrative Agent which notice shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the LendersBanks; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(aany Borrowing (other than Borrowings of Swingline Loans) shall be in an aggregate principal amount of the Borrowing Amount or at least $1,000,000 100,000 and integral multiples of $100,000 in excess of that amount (or such lesser amount as is acceptable to the Administrative AgentDollar Equivalent); provided that if any no partial prepayment of LIBO Rate Reserve Adjusted Eurodollar Loans made pursuant to any a single Borrowing under the Loan Facility (or Portion thereof) shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount or Borrowing Amount, as the case may be; provided, further, that the minimum prepayment amount for a Swingline Loan shall be an amount as agreed between the Applicable Borrower and the applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically Swingline Bank; (iii) Reserve Adjusted Eurodollar Loans may only be converted into a Borrowing of Base Rate Loans and any election prepaid pursuant to this Section 3.01 on the last day of an Interest Period with respect applicable thereto given by Borrower shall have no force or effectunless any breakage costs set forth in Section 1.10(f) accompany such prepayment; and (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such to the A Term Loans; provided that it is understood , B Term Loans and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal Acquisition Term Loans then outstanding. Voluntary prepayments of Term Loans of a given Tranche pursuant to this Section 5.01(a) or Acquisition Term Loans shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any prepayment of the outstanding principal amount of Loans relating to such Notice Portion pro rata such that each principal payment then remaining with respect to such Portion shall be reduced by an amount equal to the product of Loan Prepayment pursuant (A) such payment and (B) a fraction of which the numerator is equal to this Section 5.01(a) may state that it the amount of such principal payments then remaining with respect to such Portion and the denominator is conditioned upon equal to the occurrence or non-occurrence amount of any event specified therein (including, but not limited to, all principal payments remaining with respect to such Portion. In the effectiveness of other credit facilities, the occurrence absence of a Change of Control or any similar event)designation by the Borrowers, in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior shall apply such prepayments first to the specified effective date) if such condition is not satisfiedBase Rate Loans and thereafter to Reserve Adjusted Eurodollar Loans. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower Agent shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower Agent shall give the Administrative Agent at its the Notice Office a Notice of Loan Prepayment prior to (or telephonic A) 11:00 A.M. (New York City time) at least one Business Day’s prior written notice promptly confirmed in writing) of its intent to prepay all ABR Loans and (B) 3:00 P.M. (New York City time) at least three Business Days’ prior written notice of the Term its intent to prepay BSBY Rate Loans, or which notice (in each case) shall specify the case amount of any partial prepayment, such prepayment and the Tranche Types of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO BSBY Rate Loans, the specific Borrowing or Borrowings pursuant to which such BSBY Rate Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; (ii) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $1,000,000 and integral multiples of $500,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent); provided that if any partial prepayment of LIBO BSBY Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO BSBY Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO BSBY Rate Loans, such Borrowing Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans ABR Loans) and any election of an Interest Period with respect thereto given by the Borrower Agent shall have no force or effect; and (iii) subject to Section 2.14, each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Term Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Term Revolving Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each . Any prepayment of principal a BSBY Rate Loan on a date other than the last Business Day of Term Loans of a given Tranche pursuant to this Section 5.01(a) the then current Interest Period with respect thereto shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto2.03(g). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. The Loans (asubject to clauses (b) Borrower shall have the right to prepay the Term Loans of any Tranche, and (c) below) may be repaid in whole or in part without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments andexcept, in the case of LIBO Loans other than Base Rate Loans and Daily Simple SOFR Loans, the specific Borrowing or Borrowings amounts payable pursuant to which made, which Section 3.05); provided that (A) notice shall thereof must be given received by Borrower the Administrative Agent by (xI) 1:00 p.m. at least three (3) Business Days prior to 12:00 Noon the date of prepayment with respect to Term SOFR Loans, (New York City timeII) 1:00 p.m. at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans maintained as with respect to Base Rate Loans and (yIII) prior to 12:00 Noon (New York City time) at least three Business Days prior to noon on the date of prepayment with respect to Daily Simple SOFR Loans, and (B) any such prepayment shall be in the case of LIBO Rate Loans (same minimum amounts as provided for Borrowings in Section 2.02(a), or, in each case, the case entire remaining principal amount thereof, if less. Each such notice of clauses voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of prepayment and the Loans and Types of Loans which are to be prepaid; provided, that such notice of repayment (xi) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each connection with a refinancing of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the entire outstanding principal amount of LIBO Rate of, and all accrued but unpaid interest on, the Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendmentcontingent upon the closing of such refinancing; and or (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(aii) may state that it is conditioned upon the occurrence or non-occurrence of any event such other specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event)transaction, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if due date of such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written prepayment. The Administrative Agent will give prompt notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case applicable Lenders of any repayment pursuant to clause (i) hereof, prepayment on the consentsLoans and the Lender’s interest therein. Prepayments of SOFR Loans hereunder shall be accompanied by accrued interest thereon and prepayments of Term SOFR Loans hereunder shall be accompanied by breakage amounts, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto)3.05. (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower Company shall have the right to prepay the Term Loans of any Tranche, in whole or in part from time to time without premium or penalty (other than as provided the costs described in Section 2.11 and Section 4.01(b))3.5, in whole or in part at any time and from time to time if applicable) on the following terms and conditions: (ia) Borrower Company shall give the Administrative Agent written notice at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaidit, the amount of such prepayment and the Term Loans specific Borrowings to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply is to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which madebe applied, which notice shall be given by Borrower (x) prior Company to Administrative Agent by 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon noon (New York City time) at least three Business Days prior to in the case of Eurocurrency Loans, at least one Business Day prior in the case of 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 LIBO Rate Loans (or, in the case of clauses (xSwing Line Loans) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the applicable Lenders; ; (iib) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an a principal amount at least equal to the Minimum Borrowing Multiple, provided that no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically ; (c) Eurocurrency Loans may only be converted into a Borrowing of Base Rate Loans and any election prepaid pursuant to this Section 4.3 on the last day of an Interest Period with respect applicable thereto given by Borrower shall have no force or effect; on any other day subject to Section 3.5; (iiid) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Term LoansBorrowing, provided, however, that such prepayment shall not be applied to any Multicurrency Revolving Loans of a Defaulting Lender at any time when the aggregate amount of Multicurrency Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Multicurrency Revolver Pro Rata Share of all Multicurrency Revolving Loans then outstanding; (e) each notice of prepayment shall be irrevocable; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilitiesfacilities or any other financing, sale or other transaction. The notice provisions, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Agreement which have been approved by Section 4.3 are for the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the benefit of Administrative Agent at the Notice Office (or such shorter notice as and may be agreed waived unilaterally by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower The Borrowers shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b4.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Lead Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of whether such Term Loans to be prepaidare Initial Term Loans or Incremental Term Loans of a given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Lead Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) ), or (ii) any Lender becomes a Defaulting Lender, Borrower Borrowers may, upon three five Business Days’ prior written notice from the Lead Borrower to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Lenders) repay all Term Loans of such LenderLoans, 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 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, as the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (ib) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower The Borrowers shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b4.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Lead Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of whether such Term Loans to be prepaidare Initial Term Loans or Incremental Term Loans of a given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Lead Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) ), or (ii) any Lender becomes a Defaulting Lender, Borrower Borrowers may, upon three five Business Days’ prior written notice from the Lead Borrower to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Lenders) repay all Term Loans of such LenderLoans, 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 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, as the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (ib) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon 11:00 a.m. (New York City time) at least three two Business Days prior to the date of such prepayment in the case of LIBO Rate Term SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower ▇▇▇▇▇▇▇▇ in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Section 2.01(b), Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b4.01(e)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic written notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three (3) Business Days (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or or, the Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) 13.12 or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b)13.12, so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) 13.12 in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) The Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03); provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part may at any time and from time to time on prepay the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, in whole or in part, in each case, without premium or penalty (except, in the case of any partial prepaymentTerm Loans, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner as provided in which such prepayment shall apply to reduce the Scheduled Repayments Section 4.01(c) and, in the case of LIBO Rate all Loans, as provided in Section 2.12). Subject to the terms, conditions and limitations set forth herein, the Borrower may reborrow any Revolving Loans that have been prepaid. (b) Any prepayment of Loans shall be made upon irrevocable notice (subject to revocation as, and in the circumstances, set forth in clause (II) below) delivered to the Administrative Agent (and, to the extent solely with respect to the Revolving Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (xRevolving Agent) prior to 12:00 no later than Noon (New York City time) at least one three Business Day Days prior to the date of such prepayment thereto, in the case of Term Loans maintained as Base Rate Loans LIBOR Loans, and (y) prior to 12:00 no later than Noon (New York City time) at least three Business Days prior to on the date of such prepayment in the case of LIBO Rate Loans (orpayment, in the case of clauses (x) Base Rate Loans, which notice shall specify the date and (y)amount of prepayment, such shorter period as identify the Administrative Agent shall agree in its sole Class and absolute discretion), and be promptly transmitted by the Administrative Agent to each Tranche of the Lendersprepayment of Loans and whether the prepayment is of LIBOR Loans or Base Rate Loans; provided, that if a LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12; and provided, further, that (iiI) each partial voluntary prepayment of Term Loans pursuant to this Section 5.01(a4.01(b) shall be applied at the Borrower’s election, to the Revolving Loans exclusively or to each Tranche of Term Loans on a pro rata basis (other than a prepayment of Loans with the proceeds of (x) Indebtedness Incurred pursuant to Section 2.17 or (y) Indebtedness Incurred under Section 8.01(d), which, in each case, shall be applied to the Tranche of Loans being Refinanced pursuant thereto) and (II) if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Term Facilities, Revolving Facilities or otherwise conditioned upon the consummation of any other transaction or the occurrence of any event (including an acquisition or a Change of Control), such notice of prepayment may be revoked if such Refinancing is not consummated or such condition is not satisfied, subject to payment of any costs referred to in Section 2.12. Upon receipt of any such notice the Administrative Agent (and Revolving Agent, if applicable) shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 4.01(c), if applicable, and accrued interest. Partial prepayments of Term Loans shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that or, if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce less, the outstanding principal amount of LIBO Rate such Borrowing. Prepayments of Revolving Loans made pursuant to such Borrowing to and Swing Line Loans shall be an aggregate principal amount not less than the Minimum Borrowing Amount applicable theretolesser of (i) $1,000,000 and (ii) the aggregate principal amount of all such Revolving Loans or Swing Line Loans outstanding. (c) If the Borrower (x) prepays, then if such Borrowing is a Borrowing of LIBO Rate Loansrefinances, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force converts, substitutes or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of replaces any Term Loans made pursuant in connection with a Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders holding Term Loans immediately prior to the consummation of such Repricing Transaction (including each Lender holding Term Loans immediately prior to the consummation of such Repricing Transaction that withholds its consent to such Repricing Transaction and is replaced as a Borrowing Replaced Lender under Section 2.14), (I) in the case of clause (x), a prepayment premium equal to the Applicable Prepayment Percentage of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to the Applicable Prepayment Percentage of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that, for the avoidance of doubt, the Borrower shall not be subject to the requirements of this Section 4.01(c) with respect to any Repricing Transaction occurring after the date that is twelve (12) months after the Original Closing Date. (d) All voluntary prepayments of a Tranche of Term Loans in accordance with this Section 4.01 shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment to the remaining amortization payments of principal the respective Tranches of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) (or, if no the Borrower has not made such direction is givendesignation, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any Tranchemade to such Borrower, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) such Borrower shall give the Facility Agent (with a copy to the Administrative Agent Agent) prior to 12:00 Noon (London time) at its the Notice Office a Notice of Loan Prepayment (or telephonic at least three Business Days’ prior written notice promptly confirmed in writing) of its intent to prepay all Loans which notice shall specify the amount of such prepayment and the Term Loans, or in the case Types of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, prepaid and the specific Borrowing or Borrowings pursuant to which such Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Facility Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the LendersLenders (with a copy to the Administrative Agent), provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02(a), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02(a); (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 the Minimum Borrowing Amount applicable to the Type of Loans being repaid (or such lesser amount as is acceptable to the Administrative Agent); provided (iii) such Borrower shall use reasonable efforts to allocate such prepayments in a manner so that if any partial prepayment of LIBO Rate Loans made pursuant Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to any Borrowing shall reduce the extent such Borrowings would remain outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount in amounts which are less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period) and (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at such Borrower’s election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) ), such prepayment shall not, so long as no Default and no Event of Default then exists, be applied as directed by Borrower in the applicable Notice of to any Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change Defaulting Lender unless and until the outstanding balance of Control or any similar event), in which case the Loans of all Non-Defaulting Lenders equals such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if Non-Defaulting Lenders’ Percentage of such condition is not satisfiedoutstanding Loans. (b) In the event (i) of a refusal certain refusals by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender), Borrower the Borrowers may, upon three five Business Days’ prior written notice to the Administrative Facility Agent at the Notice Office (or such shorter which notice as may be agreed by the Facility Agent shall promptly transmit to each of the Lenders (with a copy to the Administrative Agent) )), 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) in accordance with, and subject to the requirements of, of Section 13.12(b), so long as, as (i) in the case of the repayment of Loans of any Lender pursuant to this clause (b), (A) the Commitment of such Lender is terminated concurrently with such repayment pursuant to clause Section 4.02(b) (iat which time Schedule 1.01(a) hereof, shall be deemed modified to reflect the changed Commitments) and (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (ii) the consents, if any, required under by Section 13.12(b) in connection with the repayment pursuant to such this clause (ib) shall have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any a given Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case Loans of any partial prepayment, the Tranche of Term Loans to be prepaida given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; , provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans of a given Tranche made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturityTranche. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) ), if such prepayment would have resulted in a refinancing of all of the Term Loans and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto)[Reserved]. (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at its the Notice Office a Notice of Loan Prepayment (A) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, Base Rate Loans (or same day notice in the case of any partial prepaymenta prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollars Loans, the Tranche of Term which notice (in each case) shall specify whether U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans to or Canadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and the Term Types of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment Administrative Agent shall, except in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (orSwingline Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the LendersLenders under the applicable Facility, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; (ii) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative AgentAgent in any given case); provided that if any partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effectLoans); (iii) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Term Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Term Revolving Loans; , provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the applicable Borrower’s election in connection with an Extension Amendment; any prepayment of Revolving Loans pursuant to this Section 5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender, and (iv) each prepayment prepayments of principal of Term Bankers’ Acceptance Loans of a given Tranche pursuant to this Section 5.01(a) shall may not be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or made prior to the specified effective date) if such condition is not satisfied. (b) In maturity date of the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges underlying Bankers’ Acceptances or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term LendersB/A Equivalent Notes, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto)may be. (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office a Notice (x) at least one Business Day’s prior written notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to prepay all Base Rate Loans and (y) at least three Business Days’ prior written notice of the Term their intent to prepay SOFR Loans, whether Revolving Loans or in the case of any partial prepayment, the Tranche of Term Swingline Loans to shall be prepaid, the amount of such prepayment and the Term Type of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $100,000 in the Administrative Agent; case of Swingline Loans), provided that if any partial prepayment of LIBO Rate SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate SOFR Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Term Revolving Loans; , provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in subject to Section 2.14 2.15, at the Borrower’s election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Revolving Loans of a given Tranche pursuant to this Section 5.01(a) ), such prepayment shall not, so long as no Default or Event of Default then exists, be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any prepayment of Revolving Loans of a Defaulting Lender. Any such Notice notice of Loan Prepayment pursuant to this Section 5.01(a) prepayment may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event)therein, in which case such notice may be revoked by the Borrower (by written notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office on or prior to 2:00 P.M. (New York time) on the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three five Business Days’ prior written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Lenders) repay all Term Loans of such LenderRevolving Loans, together with accrued and unpaid interest, Fees Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), ) so long as, in as (A) the case Commitment of any such Lender is terminated concurrently with such repayment pursuant to clause Section 4.02(b) (iat which time Schedule I shall be deemed modified to reflect the changed Commitments) hereof, and (B) the consents, if any, consents required under by Section 13.12(b) in connection with the repayment pursuant to such this clause (ib) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans of or the Swing Line Loans in any Tranchecombination, in whole or in part, from time to time, without premium or penalty (other than except as provided set forth in Section 2.11 4.5(c) and Section 4.01(b)), in whole or in part at any time and from time to time 4.5(e) on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Loans, whether such Loans are Term Loans, Revolving Loans or in the case of any partial prepayment, the Tranche of Term Loans to be prepaidSwing Line Loans, the amount of such prepayment and the Term Loans specific Borrowings to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply is to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which madebe applied, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to Administrative Agent by 12:00 Noon p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of LIBO Rate Loans (or, in the case of clauses (xSwing Line Loans) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(aany Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent500,000; provided provided, that if any partial prepayment of LIBO Rate Eurocurrency Loans made pursuant to any a single Borrowing shall reduce that reduces the outstanding aggregate principal amount of LIBO Rate the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing thereto shall be subject to the ante-penultimate sentence of LIBO Rate Loans, such Borrowing shall automatically Section 4.5(a)(i); (iii) Eurocurrency Loans may be converted into a Borrowing of Base Rate Loans and any election prepaid pursuant to this Section 4.3 on the last day of an Interest Period with respect thereto given by Borrower shall have no force applicable thereto, or effectsubject to Section 3.5 on any other day; (iiiiv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the terms of Sections 2.13, 2,14 or 2.15, respectively, each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Term LoansBorrowing; provided provided, that it is understood and agreed that this clause such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (ivv) each voluntary prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in first to the applicable Notice Scheduled Term Repayments of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no the Term Facility being repaid due within the 12 month period following the date of such direction is given, prepayment in direct order of maturitymaturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Notwithstanding anything Unless otherwise specified by the Borrower, such prepayment shall be applied first to the contrary contained payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in this Agreementthe absence of such request, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to as the Administrative Agent on or prior shall determine). The notice provisions, the provisions with respect to the specified effective date) if minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such condition is not satisfiedminimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. (b) In the event (i) of a refusal certain refusals by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender12.1(b), the Borrower mayshall have the right, upon three five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), to repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees fees and all other amounts due and owing to such Lender in accordance with, and subject to the requirements of, with said Section 13.12(b12.1(b), so long as, as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to clause Section 4.1(b) and (iB) hereofin the case of the repayment of Loans of any Lender, the consents, if any, consents required under by Section 13.12(b12.1(b) in connection with the repayment pursuant to such this clause (b) shall have been obtained. (c) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Unmatured Event of Default or Event of Default has occurred and is continuing and (y) no proceeds of Revolving Loans or Swing Line Loans are used for this purpose, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) on the following basis: (i) The Borrower shall have been obtained. Each the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 4.3(c); provided that the Borrower shall not initiate any action under this Section 4.3(c) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan pursuant at the Specified Discount, within the Discount Range or at any discount to this Section 5.01(b) shall reduce par value, as applicable, or in the then remaining Scheduled Repayments case of Borrower Solicitation of Discounted Prepayment Offers, the date of the applicable Tranche Borrower’s election not to accept any Solicited Discounted Prepayment Offers. (A) Subject to the proviso to subsection (i) above, the Borrower may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) 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 (x) each Lender of Term Loans and/or (y) so long as the Borrower Offer of Discounted Loan Prepayment is only being made to such Class of Term Loans, each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a pro rata basis separate offer pursuant to the terms of this Section), (based upon III) the then remaining unpaid principal amounts Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of Scheduled Repayments $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the respective Tranche Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after giving effect the date of delivery of such notice to all prior reductions theretosuch Lenders (the “Specified Discount Prepayment Response Date”). (cB) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the Borrower Offer of Specified Discount Prepayment. (C) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepayment of outstanding Term Loans pursuant to this subsection (ii) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (A) above; provided that, if the aggregate principal 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 principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of 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 principal amount, tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall have be due and payable by the right at any time and Borrower on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (x) below). (A) Subject to the proviso to subsection (i) above, the Borrower may from time to time to prepay, without premium or penalty, any Revolving Borrowing, solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in whole or in part, subject to the requirements form of Sections 5.02(l) and (m) and Section 5.03a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each partial prepayment Lender of Term Loans and/or (y) so long as the Borrower Solicitation of Discount Range Prepayment Offer is only being made to such Class of Term Loans, each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offers pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate 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 Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each 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 of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (B) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (iii). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction 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 within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an integral multiple aggregate principal amount equal to the lower of $100,000(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 subsection (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 principal 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 greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretio

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate RateTerm Benchmark Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Benchmark Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate RateTerm Benchmark Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate RateTerm Benchmark Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate RateTerm Benchmark Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Benchmark Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Benchmark Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided that in the event of a voluntary prepayment to be made on the Amendment No. 2 Effective Date, the notice of such prepayment may be delivered one Business Day prior to the Amendment No. 2 Effective Date; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Benchmark Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Benchmark Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term Benchmark Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to --------------------- prepay Loans (other than C Term Loans-Fixed Rate, with any prepayment in respect thereof to be as set forth in the C Term Loans of any TrancheNotes-Fixed Rate) in whole or in part, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice the Payment Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Loans, whether such Loans are B Term Loans, C Term Loans-Floating Rate, RF Loans or AF Loans, the amount of such pre payment and (in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one on the Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion)prepayment, and which notice shall promptly be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; 1,000,000, provided that if any no partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of LIBO Rate the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; Loans provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrower's election in connection --- ---- with an Extension Amendmentany prepayment of RF Loans or AF Loans pursuant to this Section 3.01, such prepayment shall not be applied to any RF Loans or AF Loans, as the case may be, of a Defaulting Lender; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) 3.01 shall be applied as directed by Borrower to B Term Loans (in an amount equal to the applicable Notice B TF Percentage of Loan Prepayment delivered pursuant such prepayment) and C Term Loans (in an amount equal to this Section 5.01(athe C TF Percentage of such prepayment) or, if no such direction is givenand shall reduce the remaining Scheduled Repayments of each of the B Term Loans and the C Term Loans (x) first, in direct order of maturity. Notwithstanding anything maturity to those Scheduled Repayments which will be due and payable within twelve months after the date of the respective payment and (y) second, to the contrary contained extent in this Agreementexcess thereof, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the --- ---- then remaining unpaid principal amounts amount of each such Scheduled Repayments of the respective Tranche after giving effect to all prior reductions theretoRepayment). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower The Borrowers shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Lead Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoAmount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Lead Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changeschanged, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Lead Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay any or all of the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaidprepay, the amount of such prepayment and the Term Loans specific Borrowings to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply is to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which madebe applied, which notice shall be given by Borrower (x) prior to Agent by 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon noon (New York City time) at least three Business Days prior to the date of such prepayment and which notice shall (except in the case of LIBO Rate Loans (or, in the case of clauses (xSwing Line Loans) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the applicable Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(aany Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $1,000,000 or such lesser and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount as is acceptable to the Administrative Agentof at least $500,000; provided that if any no partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding aggregate principal amount of LIBO Rate the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically ; (iii) Eurodollar Loans may only be converted into a Borrowing of Base Rate Loans and any election prepaid pursuant to this SECTION 4.2 on the last day of an Interest Period with respect applicable thereto given by Borrower shall have no force or effecton any other day subject to SECTION 3.5; (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Term Loans; provided Borrowing PROVIDED, that it is understood and agreed that this clause (iii) may such prepayment shall not be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term applied to any Revolving Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in Default Lender at any time when the applicable Notice aggregate amount of Loan Prepayment delivered pursuant to this Section 5.01(a) orRevolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of all Revolving Loans then outstanding. The notice provisions, if no such direction is given, in direct order of maturity. Notwithstanding anything the provisions with respect to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence minimum amount of any event specified therein (includingprepayment, but not limited to, and the effectiveness provisions requiring prepayments in integral multiples above such minimum amount of other credit facilities, this SECTION 4.2 are for the occurrence benefit of a Change of Control or any similar event), in which case such notice Agent and may be revoked waived unilaterally by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. (b) In the event (i) of a refusal certain refusals by a Lender to consent to certain proposed amendments, changes, amendmentssupplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Majority Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting LenderSECTION 11.1(b), Borrower mayshall have the right, upon three five (5) Business Days’ ' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) Lenders), to repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees fees and all other amounts due and owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(bwith said SECTION 11.1(b), so long as, as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to clause SECTION 4.1(b) and (iB) hereofin the case of the repayment of Loans of any Lender, the consents, if any, consents required under Section 13.12(bby SECTION 11.1(b) in connection with the repayment pursuant to such this clause (ib) shall have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon 11:00 a.m. (New York City time) at least three two Business Days prior to the date of such prepayment in the case of LIBO Rate Term SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Section 2.01(b), Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term its Revolving Credit Loans of any Trancheand Swingline Loans, in each case, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all make such prepayment, the amount of the Term Loans, or such prepayment and (in the case of any partial prepayment, the Tranche of Term SOFR Loans to be prepaid, the amount of the or Alternative Currency Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon no later than 1:00 p.m. (New York City time) at least (i) in the case of Loans (other than ABR Loans, Alternative Currency Loans or Swingline Loans), one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), or such shorter time period as the Administrative Agent shall agree in its sole and absolute discretionreasonably agree), (ii) in the case of ABR Loans, on the date of such prepayment (or such shorter time period as the Administrative Agent shall reasonably agree), (iii) in the case of Alternative Currency Loans, two Business Days prior to (or such shorter time period as the Administrative Agent shall reasonably agree) or (iv) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be promptly 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 Term SOFR Loans pursuant to this Section 5.01(ashall be in a minimum amount of $10,000,000, (ii) any ABR Loans (other than Swingline Loans) shall be in an aggregate principal a minimum amount of at least $1,000,000 or such lesser 1,000,000, (iii) any Loans denominated in Euro shall be in a minimum amount as is acceptable to the Administrative Agentof €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 a minimum amount of $500,000; provided that if any no partial prepayment of LIBO Term SOFR Loans or Alternative Currency Term Rate Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of LIBO Term SOFR Loans or Alternative Currency Term Rate Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount applicable thereto, then if for such Borrowing is a Borrowing of LIBO Term SOFR Loans or Alternative Currency Term Rate Loans, such Borrowing shall automatically be converted into a Borrowing as applicable; and (c) any prepayment of Base Term SOFR Loans or Alternative Currency Term Rate Loans and pursuant to this Section 5.1(a) on any election day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with respect thereto given by Borrower shall have no force or effect; (iii) each the applicable provisions of Section 2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing 5.1, such prepayment shall not be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment to any Revolving Credit Loan of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate RateTerm SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower ▇▇▇▇▇▇▇▇ (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon 1211:00 Noona.m. (New York City time) at least three threetwo Business Days prior to the date of such prepayment in the case of LIBO Rate RateTerm SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate RateTerm SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate RateTerm SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate RateTerm SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower ▇▇▇▇▇▇▇▇ in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any Tranchemade to such Borrower, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) such Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York City time) at its the Notice Office a Notice of Loan Prepayment (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, Base Rate Loans (or same day notice in the case of any partial prepaymenta prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, the Tranche of Term which notice (in each case) shall specify whether Revolving Loans to or Swingline Loans shall be prepaid, the amount of such prepayment and the Term Types of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment Administrative Agent shall, except in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date a prepayment of such prepayment in the case of LIBO Rate Loans (orSwingline Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 250,000 (or the U.S. Dollar Equivalent thereof in the case of Euro Denominated Loans or Foreign Currency Denominated Loans or, in each case, such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative AgentAgent in any given case); provided that if any partial prepayment of LIBO Rate LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans Loans) and any election of an Interest Period with respect thereto given by the applicable Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Term Revolving Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrower’s election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Revolving Loans of a given Tranche pursuant to this Section 5.01(a) ), such prepayment shall not, so long as no Default or Event of Default then exists, be applied as directed by Borrower to any Revolving Loan of a Defaulting Lender. Any such notice of prepayment delivered in the applicable Notice connection with a refinancing of Loan Prepayment delivered pursuant to all or part of this Section 5.01(a) orAgreement or any other transaction may be, if no such direction is givenso expressly stated to be, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned conditional upon the occurrence consummation of such refinancing or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice transaction and may be revoked by Borrower (by written notice to the Administrative Agent on Borrowers in the event such refinancing or prior to the specified effective date) if such condition other transaction is not satisfiedconsummated. (b) In the event (i) of a refusal certain refusals by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender), Borrower the Borrowers may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), repay all Term Revolving 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) in accordance with, and subject to the requirements of, of Section 13.12(b), so long as, as (i) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (A) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to clause Section 4.02(b) (iat which time Schedule 1.01(a) hereofshall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders for so long as such Letter of Credit Exposure is outstanding (it being understood that, for purposes of clarity, at the request of the Company, upon a determination by the Administrative Agent or the respective Issuing Lenders that there exists cash collateral in excess of such Lender’s RL Percentage of such Letter of Credit Exposure, such excess cash collateral may be returned to the applicable Borrowers so long as no Default or Event of Default then exists or would result therefrom) and (ii) the consents, if any, required under by Section 13.12(b) in connection with the repayment pursuant to such this clause (ib) shall have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent prior to 12:00 noon at its the Notice Office a Notice of Loan Prepayment prior written notice (x) on the same Business Day (or telephonic notice promptly confirmed in writing) in the case of Base Rate Loans and (y) three (3) Business Days prior in the case of LIBOR Loans, of its intent to prepay all any Loans, which notice (in each case) shall specify whether Incremental Term Loans (including which Class of the Term Loans), Revolving Loans or in the case of any partial prepayment, the Tranche of Term Swingline Loans to shall be prepaid, the amount of such prepayment and the Term Types of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment Administrative Agent shall, except in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date a prepayment of such prepayment in the case of LIBO Rate Loans (orSwingline Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; provided that a notice of prepayment under this Section 5.01 (i) may state that such notice is conditional upon the effectiveness of the receipt of proceeds from the issuance of other Indebtedness or Capital Stock or consummation of an asset sale or the occurrence of other events in which case such notice of prepayment may be rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; (ii) (x) each partial prepayment of Incremental Term Loans pursuant to this Section 5.01(a5.01 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case), (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is reasonably acceptable to the Administrative AgentAgent in any given case); provided that if any partial prepayment (iii) except for prepayments made with proceeds of LIBO Rate Other Revolving Loans or loans made pursuant to any Borrowing Replacement Revolving Loan Commitments at the time of the establishment of Other Revolving Commitments or Replacement Revolving Loan Commitments, as the case may be, pursuant to Section 2.17, which Loans shall reduce be used first to refinance the outstanding Revolving Loans being refinanced on a basis so that, after giving effect thereto, the outstandings of each Revolving Lender are in accordance with its Revolving Percentages, each prepayment of Revolving Loans pursuant to this Section 5.01 shall be made in proportion to the outstanding principal amount of LIBO Rate Revolving Loans made of the various Revolving Lenders, so that each Revolving Lender’s outstandings pursuant to such Borrowing its Revolving Loan Commitments reflect its respective Revolving Percentages as from time to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans time in effect and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iiiiv) each prepayment pursuant to this Section 5.01(a) 5.01 in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower At any time and from time to time, the Borrowers shall have the right to prepay the Term Loans Loans, in whole or in part, together with accrued interest to the date of any Trancheprepayment, without premium or penalty (other than except as provided in Section 2.11 and Section 4.01(b)clause (iii) below), in whole or in part at any time and from time upon written notice given to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment not later than 11:00 a.m., Charlotte time, three (or telephonic notice promptly confirmed in writing3) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) Business Days prior to 12:00 Noon each intended prepayment of LIBOR Loans and one (New York City time1) at least one Business Day prior to the date each intended prepayment of such prepayment in the case of Term Loans maintained as Base Rate Loans and Loans; provided that (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (iii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least not less than $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that or, if any greater, an integral multiple of $500,000 in excess thereof, (ii) no partial prepayment of LIBO Rate LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of LIBO Rate the remaining LIBOR Loans made pursuant to under such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto$3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrowers to make such prepayment on the terms specified therein. Loans prepaid pursuant to this Section 5.01(a2.7(a) in respect may be reborrowed, subject to the terms and conditions of any Term Loans made pursuant this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to a Borrowing shall be applied pro rata among such Term Loansthe Tranche 1 Lenders; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything notice has also been furnished to the contrary contained in this AgreementTranche 1 Lenders, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior shall have no obligation to notify the specified effective date) if such condition is not satisfiedTranche 1 Lenders with respect thereto. (b) In the event (i) Each payment or prepayment of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and LIBOR Loans made pursuant to the extent) provided in provisions of this Section 13.12(b) or (ii) any Lender becomes 2.7 on a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to day other than the Administrative Agent at last day of the Notice Office (or such shorter notice as may Interest Period applicable thereto shall be agreed by the Administrative Agent) repay all Term Loans of such Lender, made together with accrued and unpaid interest, Fees and other all amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant 2.18 to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on be paid as a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto)consequence thereof. (c) Borrower Each prepayment of the Loans made pursuant to this Section 2.7 shall have be applied ratably among the right at any time and from time to time to prepay, without premium or penalty, any Revolving BorrowingTranche 1 Lenders holding the Loans being prepaid, in whole or in part, subject proportion to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an principal amount that is an integral multiple of $100,000held by each.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) The Borrower shall give the Administrative Agent prior to 10:00 a.m. (New York time) at its Notice Office a Notice at least three Business Days' prior written notice in the case of Loan Prepayment (or telephonic 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 all of the Loans, whether A Term Loans, B Term Loans, Acquisition Loans or Revolving Loans shall be prepaid (which Loans may be selected at the discretion of the Borrower subject to any limitations contained in the case of any partial prepayment, the Tranche of Term Loans to be prepaidclauses (ii) through (vi) below), the amount of such prepayment and the Term Types of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; Banks; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Borrowing Amount and, if greater, in integral multiples of $1,000,000 or such lesser amount as is acceptable to the Administrative Agent100,000; provided that if any no partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is Amount; (iii) no prepayments of Eurodollar Loans made pursuant to this Section 3.01 may be made on a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election day other than the last day of an Interest Period with respect thereto given by Borrower shall have no force or effect; applicable thereto; (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause ; (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (ivv) each prepayment of principal of Term Loans of a given Tranche or Acquisition Loans pursuant to this Section 5.01(a3.01 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 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 applied as directed required to be accompanied by Borrower in 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 applicable Notice Acquisition Loan Termination Date and each prepayment of Loan Prepayment delivered Term Loans pursuant to this Section 5.01(a) or, if no such direction is given, in direct order 3.01 shall be applied to reduce the then remaining Scheduled Repayments of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned respective Tranche being repaid on a pro rata basis (based upon the occurrence or non-occurrence then remaining principal amount of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar eventeach such Scheduled Repayment), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal certain refusals by a Lender Bank to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, Banks as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender12.12(b), the Borrower mayshall have the right, upon three five Business Days’ ' prior written notice to the Administrative Agent at the its Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Banks) to repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees and all other amounts owing to such Lender 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, and subject to the requirements of, with said Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.12.12

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower ▇▇▇▇▇▇▇▇ (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay any of the Term Loans of any TrancheLoans, in whole or in part, without premium or penalty (other than except as provided in Section 2.11 and Section 4.01(b)specified below), in whole or in part at any time and from time to time on the following terms and conditions: (ia) the Borrower shall give the Administrative Agent at its the Notice Office a Notice of Loan Prepayment (written or telephonic notice (in the case of telephonic notice, promptly confirmed in writingwriting if so requested by the Administrative Agent) of its intent to prepay all of the Term Loans, or the amount of such prepayment and (in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given received by Borrower the Administrative Agent by (xi) 12:00 noon (local time at the Notice Office) three Business Days prior to the date of such prepayment, in the case of any prepayment of Eurodollar Loans, or (ii) 12:00 Noon noon (New York City timelocal time at the Notice Office) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (orprepayment, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion)any prepayment of Base Rate Loans, and which notice shall promptly be promptly transmitted by the Administrative Agent to each of the Lenders; ; (iib) in the case of prepayment of any Borrowings, each partial prepayment of Term Loans pursuant to this Section 5.01(a) any such Borrowing shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any Minimum Borrowing Amount applicable thereto; (c) no partial prepayment of LIBO Rate any Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of LIBO Rate such Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then provided that the foregoing limitation shall not apply if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; are being prepaid in full; (iiid) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause and (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (ive) each prepayment of principal of Term Eurodollar Loans of a given Tranche pursuant to this Section 5.01(a) 5.1 on any date other than the last day of the Interest Period applicable thereto shall be applied as directed accompanied by Borrower any amounts payable in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required thereof under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto)2.7. (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower The Borrowers shall have the right to prepay the Loans, subject, in the case of Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))to the Prepayment Premium, if applicable, in whole or in part at any time and from time to time on the following terms and conditions: : (ii)(A) in the case of Term Loans, the Term Borrower shall give the Administrative Agent Agents prior to 10:00 A.M. (New York City time) at its the Notice Office a Notice of Loan Prepayment (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all Base Rate Loans and (y) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the Term its intent to prepay Eurodollar Loans, or which notice (in each case) may be conditioned on the case occurrence of any partial prepayment, a specified transaction and revoked if such transaction does not occur and shall specify the Tranche amount of such prepayment of Term Loans to be prepaid, and the amount Types of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the LendersLenders and (B) no notice shall be required with respect to the repayment of Revolving Loans provided that prepayment of a Revolving Loan may only be made on Wednesday of each calendar week; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) 6.01 shall be in an aggregate principal amount of at least $1,000,000 250,000 (or such lesser amount as is acceptable to the Administrative Agent; Agents in any given case), and (y) each partial prepayment of Revolving Loans pursuant to this Section 6.01 shall be in an aggregate principal amount of at least $250,000 (or, if the total outstanding amount of Revolving Loans then outstanding is less than $250,000, such lesser amount) (or other such lesser amount as is acceptable to the Agents), provided that if any partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans Loans) and any election of an Interest Period with respect thereto given by a Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) 6.01 in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; , provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrower’s election in connection with an Extension Amendmentany prepayment of Revolving Loans pursuant to this Section 6.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) 6.01 shall be applied as directed by Borrower in to the applicable Notice Term Loans on a pro rata basis; (v) each prepayment of Loan Prepayment delivered Term Loans pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) 6.01 shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis as directed by the Term Borrower, (based upon vi) the then remaining unpaid principal amounts Term Borrower shall not prepay Term Loans with the proceeds of Scheduled Repayments of any Revolving Loans and (vii) the respective Tranche Availability after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial such prepayment shall not be in an amount that is an integral multiple of less than $100,0002,000,000.

Voluntary Prepayments. (a) Subject to the terms and conditions set forth in this Section 5.01 and Section 4.04, the Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))Loans, in whole or in part at any time and part, from time to time on subject to payment of the following terms and conditions:Prepayment Premium. (ib) When making a voluntary partial prepayment, the Borrower shall give the Administrative Agent at its Notice Office a Notice written notice of Loan Prepayment (or telephonic notice promptly confirmed in writingi) of its intent to prepay all make such prepayment, (ii) the amount of the Term Loans, or such prepayment and (iii) in the case of any partial prepaymentTerm SOFR Loans, the Tranche of Term Loans specific Borrowing(s) pursuant to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments andwill be made, no later than (A) in the case of LIBO Rate Term SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon 1:00 p.m. (New York City time) at least three (3) Business Days prior to, and (B) in the case of ABR Loans, 1:00 p.m. (New York time) one (1) Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans prepayment, and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be. (c) Each voluntary partial prepayment of any Loans shall be in a multiple of $500,000 and in aggregate principal amount of at least $100,000; provided, that no partial prepayment of Term SOFR Loans outstanding under a single Borrowing shall reduce the outstanding Term SOFR Loans outstanding under such Borrowing to an amount less than $500,000. (iid) Subject to clause (e) below, with respect to each partial prepayment of Term Loans pursuant to this Section 5.01(a5.01, the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. Each such prepayment shall be in an aggregate principal amount accompanied by all accrued interest on the Loans so prepaid, through the date of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment. (e) Each prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) 5.01 shall be applied ratably as directed by Borrower in among the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedSecond Lien Term Loans. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon 11:00 a.m. (New York City time) at least three two Business Days prior to the date of such prepayment in the case of LIBO Rate Term SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this this Section 5.01(a5.01 (a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Term SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower ▇▇▇▇▇▇▇▇ in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) the relevant Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Loans, whether such Loans are B Term Loans, or in the case of any partial prepaymentC Term Loans, the Tranche of U.S. Borrower Incremental Term Loans to be prepaidunder a given Tranche, Canadian Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Revolving Loans, U.S. Borrower Revolving Loans and/or Swingline Loans, the amount and currency (or currencies) of the Term Loans to be prepaid, the Types of Term 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 Term Loans and, in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and/or B/A Discount Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by such Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans (other than Swingline Loans) or Canadian Prime Rate Loans, (y) prior to 12:00 Noon (New York City time) on the date of such prepayment in the case of Swingline Loans and (yz) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans, Bankers’ Acceptance Loans (orand B/A Discount Rate Loans and shall, except in the case of clauses (x) and (y)Swingline Loans, such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided that no notice shall be required in connection with the incurrence of the Replacement Term Loans (including by way of conversion of any outstanding Term Loans) on the Amendment No. 1 Effective Date and repayment of the Term Loans with the proceeds thereof; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or CDN $1,000,000 in the case of any amounts to be prepaid in Canadian Dollars) or such lesser amount as is acceptable to the Administrative Agent; (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 (or CDN $500,000 in the case of prepayments to be made with respect to Canadian Dollar Denominated Revolving Loans) or such lesser amount as is acceptable to the Administrative Agent in any given case and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of LIBO Rate Loans or B/A Discount Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans or B/A Discount Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then (A) if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing may not be continued as a Borrowing of LIBO Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect, and (B) if such Borrowing is a Borrowing of B/A Discount Rate Loans, such Borrowing may not be continued as a Borrowing of B/A Discount Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; , provided that (x) at the relevant Borrower’s election in connection with any prepayment of Canadian Borrower Revolving Loans or U.S. Borrower Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (y) it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; (iv) 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; and (ivv) each prepayment of principal of B Term Loans, C Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01(a) 5.01 shall be applied as directed by the applicable Borrower in the applicable Notice respective notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is givengiven (1) first, to reduce the Scheduled Repayments of the respective Tranche which will become due within twelve months after the date of such repayment in direct order of maturitymaturity of the dates of such Scheduled Repayments, and (2) second, to the extent in excess of the amount applied as provided in the preceding clause (1), to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of the Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto) (or, if applicable, Other Allocable Share). Notwithstanding anything to the contrary contained in this Agreement, the relevant Borrower may rescind any such Notice notice of Loan Prepayment pursuant to prepayment under this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is prepayment would have resulted in a refinancing of all of the Loans and Commitments, which refinancing shall not satisfiedbe consummated or shall otherwise be delayed. (b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) ), or (ii) any Lender becomes a Defaulting Lender, the relevant Borrower may, upon three five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Lenders) repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), ) so long as, as (I) in the case of the repayment of Canadian Borrower Revolving Loans of any Lender pursuant to this clause (b), the Canadian Borrower Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 2.01 shall be deemed modified to reflect the changed Canadian Borrower Revolving Loan Commitments) and such Lender’s Canadian Borrower RL Percentage of all outstanding Canadian Borrower Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, (II) in the case of the repayment of U.S. Borrower Revolving Loans of any Lender pursuant to this clause (ib), the U.S. Borrower Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) hereof, (at which time Schedule 2.01 shall be deemed modified to reflect the changed U.S. Borrower Revolving Loan Commitments) and such Lender’s U.S. Borrower RL Percentage of all outstanding U.S. Borrower Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (III) the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such this clause (ib) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable respective Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent Agent, prior to 10:00 AM (New York time) at its Notice Office a Notice of Loan Prepayment (or telephonic Office, at least three Business Days’ prior written notice promptly confirmed in writing) of its intent to prepay all of the Term such Loans, or in the case of any partial prepayment, the Tranche of which notice shall specify whether Term Loans to or Revolving Loans shall be prepaid, and the amount of the Term Loans to be prepaidsuch prepayment, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, and the specific Borrowing or Borrowings pursuant to which madesuch prepayments are to be applied, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; ; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) 4.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent; provided that if Agent in any given case) and each partial prepayment of LIBO Rate Revolving Loans made pursuant to any Borrowing this Section 4.01 shall reduce the outstanding be in an aggregate principal amount of LIBO Rate at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); (iii) at the time of any prepayment of Loans made pursuant to such Borrowing to an amount less this Section 4.01 which occurs on any date other than the Minimum Borrowing Amount last day of the Interest Period applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; pay the amounts required pursuant to Section 2.10; (iiiiv) except as expressly provided in clause (v) below, each prepayment pursuant to this Section 5.01(a) 4.01 in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Borrowing, allocated among the Lenders pro rata in accordance with the principal amount of Term Loans or Revolving Loan Commitment outstanding and held by such Lender, and shall, in the case of Term Loans, be applied to the future Scheduled Term Loan Amortization Payment Amount due on the Payment Dates and the final installment (the “balloon” payment) amount of Term Loans due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments due on each Payment Date and the Maturity Date; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrower’s election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) 4.01, such prepayment shall not, so long as no Event of Default then exists, be applied as directed by Borrower to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and (v) in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender11.12(b), the Borrower may, upon three five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Lenders) repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), 11.12(b) so long as, in the case as (I) all Commitments of any such Lender are terminated concurrently with such repayment pursuant to clause Section 4.02(d) (iat which time Schedule I hereto shall be deemed modified to reflect the changed Commitments) hereof, and (II) the consents, if any, required under Section 13.12(b11.12(b) in connection with the repayment pursuant to such this clause (ia) have been obtained. Each prepayment of any . (b) Term Loan Loans prepaid pursuant to this Section 5.01(b4.01 may not be reborrowed, Revolving Loans prepaid pursuant to Section 4.01(a) shall reduce may be reborrowed until the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, Maturity Date subject to compliance with the requirements terms and conditions of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000this Agreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any a given Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b5.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case Loans of any partial prepayment, the Tranche of Term Loans to be prepaida given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; , provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans of a given Tranche made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Initial Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, to reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) ), if such prepayment would have resulted in a refinancing of all of the Term Loans and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) At the time of the effectiveness of any Repricing Transaction that is consummated prior to the first anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Initial Term Loans that are repaid or prepaid (and/or converted) pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a non-consenting Lender under Section 2.13), a fee in an amount equal to 1.00% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Initial Term Loans prepaid (or converted) by the Borrower in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction of the type described in clause (2) of the definition thereof, the aggregate principal amount of all Initial Term Loans outstanding with respect to the Borrower on such date that are subject to an effective reduction of the Applicable Margin pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. (c) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender), the Borrower may, upon three five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), repay all Term Loans of such LenderLoans, 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 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, as the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (ib) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b5.01(c) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), may be repaid in whole or in part at any time and from time to time on the following terms and conditions: without premium or penalty; provided that (i) LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrower elects to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall give be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrower) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of a prepayment under this clause (a) or clause (b) below, interest on the principal amount prepaid shall be payable on any partial date that a prepayment is made hereunder through the date of prepayment, the Tranche of Term Loans to be prepaid, the amount of . Amounts prepaid on the Term Loans to may not be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which reborrowed. Each notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted delivered by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans Borrower pursuant to this Section 5.01(a2.11(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to revocable by the Administrative Agent; provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the proposed prepayment date specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions theretotherein). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent Agent, prior to 10:00 AM (New York time) at its Notice Office a Notice of Loan Prepayment (or telephonic Office, at least three Business Days’ prior written notice promptly confirmed in writing) of its intent to prepay all of the Term such Loans, or in the case of any partial prepayment, the Tranche of which notice shall specify whether Term Loans to or Revolving Loans shall be prepaid, and the amount of the Term Loans to be prepaidsuch prepayment, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, and the specific Borrowing or Borrowings pursuant to which madesuch prepayments are to be applied, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; ; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) 4.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent; provided that if Agent in any given case) and each partial prepayment of LIBO Rate Revolving Loans made pursuant to any Borrowing this Section 4.01 shall reduce the outstanding be in an aggre-gate principal amount of LIBO Rate at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); (iii) at the time of any prepayment of Loans made pursuant to such Borrowing to an amount less this Section 4.01 which occurs on any date other than the Minimum Borrowing Amount last day of the Interest Period applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; pay the amounts required pursuant to Section 2.10; (iiiiv) except as expressly provided in clause (v) below, each prepayment pursuant to this Section 5.01(a) 4.01 in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Borrowing, allocated among the Lenders pro rata in accordance with the principal amount of Term Loans or Revolving Loan Commitment outstanding and held by such Lender, and shall, in the case of Term Loans, be applied to the future Scheduled Term Loan Amortization Payment Amount due on the Payment Dates and the final installment (the “balloon” payment) amount of Term Loans due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments due on each Payment Date and the Maturity Date; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrower’s election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) 4.01, such prepayment shall not, so long as no Event of Default then exists, be applied as directed by Borrower to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and (v) in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender11.12(b), the Borrower may, upon three five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Lenders) repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), 11.12(b) so long as, in the case as (I) all Commitments of any such Lender are terminated concurrently with such repayment pursuant to clause Section 4.02(d) (iat which time Schedule I hereto shall be deemed modified to reflect the changed Commitments) hereof, and (II) the consents, if any, required under Section 13.12(b11.12(b) in connection with the repayment pursuant to such this clause (ia) have been obtained. Each prepayment of any . (b) Term Loan Loans prepaid pursuant to this Section 5.01(b4.01 may not be reborrowed and Revolving Loans prepaid pursuant to Section 4.01(a) shall reduce may be reborrowed until the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, Maturity Date subject to compliance with the requirements terms and conditions of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000this Agreement.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any Tranchemade to such Borrower, without premium or penalty (other than except as otherwise provided in Section 2.11 and Section 4.01(b))this Agreement, in whole or in part part, in aggregate minimum amounts of at least U.S.$1,000,000 in the case of partial prepayments, at any time and from time to time on the following terms and conditions: (i) an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Loans, whether such Loans are Tranche A Term Loans, or in the case of any partial prepaymentTranche B Term Loans, the Tranche of C Term Loans, U.S. Borrower Incremental Term Loans, Canadian Borrower Incremental Term Loans to be prepaidor German Borrower Incremental Term Loans, the amount of the Term Loans to be prepaid, prepaid and the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by an Authorized Officer of such Borrower (x) prior to 12:00 Noon 1:00 P.M. (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon 10:00 A.M. (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion)Eurodollar Loans, and such written notice shall be promptly transmitted by the Administrative Agent to each of the Lenders; ; (ii) each partial at the time of any prepayment of Term Eurodollar Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if 5.01 on any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less date other than the Minimum Borrowing Amount last day of the Interest Period applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effectpay the amounts required pursuant to Section 2.11; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment made pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto)Borrowing. (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Revolving Credit Loans of any Tranchein whole or in part, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice the Payment Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as with respect to Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three two Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (orwith respect to Eurodollar Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent which notice shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the LendersBanks; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $1,000,000 500,000 (or the outstanding balance of such lesser amount as is acceptable to the Administrative AgentLoans, if less) and, if greater, in an integral multiple of $100,000; provided provided, however, that if any no partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of LIBO Rate the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment if any Eurodollar Loan is prepaid pursuant to this Section 5.01(a4.01 other than on the last day of the Interest Period applicable thereto Borrower shall pay to the Banks all amounts due under Section 1.11 with respect to such prepayment; and (iv) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Banks which made such Term Loans; provided provided, however, that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at Borrower's election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) 4.01, such prepayment shall not be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence Loans of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedDefaulting Bank. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower The Borrowers shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) Borrower an Authorized Representative of the Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office a Notice of Loan Prepayment (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to prepay all of the Term Loans, Base Rate Loans (or same day notice in the case of any partial prepaymentSwingline Loans provided such notice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, the Tranche of whether Term Loans, Revolving Loans to or Swingline Loans shall be prepaid, the amount of such prepayment and the Term Types of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the LendersBanks; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $500,000 in the Administrative Agent; case of Swingline Loans), provided that if any partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Eurodollar Loans and any election of an Interest Period with respect thereto given by Borrower the Borrowers shall have no force or effect; (iii) each at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01(a4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; , provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrowers' election in connection with an Extension Amendment; and (iv) each any prepayment of principal Loans, such prepayment shall not be applied to the prepayment of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedDefaulting Bank. (b) In the event (i) of a refusal certain refusals by a Lender Bank as provided in Section 13.12(b) to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term LendersBanks, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower Borrowers may, upon three five Business Days’ prior ' written notice by an Authorized Representative of the Borrowers to the Administrative Agent at the its Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Banks) repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees Fees, and other amounts owing to such Lender Bank in accordance with, and subject to the requirements of, said Section 13.12(b), ) so long as, in as (A) the case Commitments of any such Bank are terminated concurrently with such repayment pursuant (at which time Schedule I shall be deemed modified to clause reflect the changed Commitments) and (iB) hereof, the consents, if any, consents required under by Section 13.12(b) in connection with the repayment pursuant to such this clause (ib) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent Agent, prior to 10:00 AM (New York time) at its Notice Office a Notice of Loan Prepayment (or telephonic Office, at least three Business Days’ prior written notice promptly confirmed in writing) of its intent to prepay all of the Term such Loans, or in the case of any partial prepayment, the Tranche of which notice shall specify whether Term Loans to or Revolving Loans shall be prepaid, and the amount of the Term Loans to be prepaidsuch prepayment, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, and the specific Borrowing or Borrowings pursuant to which madesuch prepayments are to be applied, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; ; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) 4.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent; provided that if Agent in any given case) and each partial prepayment of LIBO Rate Revolving Loans made pursuant to any Borrowing this Section 4.01 shall reduce the outstanding be in an aggre-gate principal amount of LIBO Rate at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); (iii) at the time of any prepayment of Loans made pursuant to such Borrowing to an amount less this Section 4.01 which occurs on any date other than the Minimum Borrowing Amount last day of the Interest Period applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; pay the amounts required pursuant to Section 2.10; (iiiiv) except as expressly provided in clause (v) below, each prepayment pursuant to this Section 5.01(a) 4.01 in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Borrowing, allocated among the Lenders pro rata in accordance with the principal amount of Term Loans or Revolving Loan Commitment outstanding and held by such Lender, and shall, in the case of Term Loans, be applied to the future Scheduled Term Loan Amortization Payment Amount due on the Payment Dates and the final installment (the “balloon” payment) amount of Term Loans due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Borrower’s election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) 4.01, such prepayment shall not, so long as no Event of Default then exists, be applied as directed by Borrower to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and (v) in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender11.12(b), the Borrower may, upon three five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Lenders) repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), 11.12(b) so long as, in the case as (I) all Commitments of any such Lender are terminated concurrently with such repayment pursuant to clause Section 4.02(d) (iat which time Schedule I hereto shall be deemed modified to reflect the changed Commitments) hereof, and (II) the consents, if any, required under Section 13.12(b11.12(a)(vii) in connection with the repayment pursuant to such this clause (ia) have been obtained. Each prepayment of any . (b) Term Loan Loans prepaid pursuant to this Section 5.01(b4.01 may not be reborrowed and Revolving Loans prepaid pursuant to Section 4.01(a) shall reduce may be reborrowed until the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, Maturity Date subject to compliance with the requirements terms and conditions of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000this Agreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b5.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term whether such Loans to be prepaidare Revolving Loans and/or Swingline Loans, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; , provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the relevant Borrower’s election in connection with an Extension Amendmentany prepayment of Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each prepayment of principal of Term Revolving Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable Notice notice of Loan Prepayment prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity). Notwithstanding anything to the contrary contained in this Agreement, any such Notice notice of Loan Prepayment prepayment pursuant to this Section 5.01(a) ), if such prepayment would have resulted in a refinancing of all of the Loans and Commitments, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) [Reserved]. (c) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender), the Borrower may, upon three five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), repay all Term Loans of such LenderLoans, 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 13.12(b), so long as, as (I) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (c), the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to clause Section 4.02(b) (iat which time Schedule 2.01 shall be deemed modified to reflect the changed Revolving Loan Commitments), (II) hereofsuch Lender’s RL Percentage of all outstanding Letters of Credit is, unless re-allocated to another Lender or Lenders in accordance with the terms of this Agreement, as the case may be, cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (III) the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such this clause (ic) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any Tranchemade to such Borrower, without premium or penalty (other than but subject to Section 1.11), and the right to allocate such prepayments to Loans of a given Tranche, as provided in Section 2.11 and Section 4.01(b))such Borrower elects, in whole or in part part, at any time and from time to time on the following terms and conditions: (i) an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all the Loans, specifying the Tranche or Tranches of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments repaid and, in the case of LIBO Rate Eurodollar 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 12:00 Noon 2:00 P.M. (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon 10:00 A.M. (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (orEurodollar Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent which notice shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; ; (ii) each partial prepayment applied to any Tranche of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; 1,000,000, provided that if any partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto$5,000,000, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate 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) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term LoansLoans made pursuant to such Borrowing; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) 4.01 shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable respective Tranche of Term Loans on a pro rata basis (based upon in the then remaining unpaid principal amounts of Scheduled Repayments of manner specified by the respective Tranche after giving effect to all prior reductions thereto)applicable Borrower in the applicable prepayment notice. (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Revolving Loans or Swing Line Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of such prepayment and the Term Loans specific Borrowings to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply is to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which madebe applied, which notice shall be given by Borrower (x) prior to Administrative Agent by 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon noon (New York City time) at least three Business Days prior to the date of such prepayment and which notice shall (except in the case of LIBO Rate Loans (or, in the case of clauses (xSwing Line Loans) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the Lenders; the (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(aany Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $1,000,000 or such lesser and in integral multiples of $500,000 in excess thereof, and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount as is acceptable to the Administrative Agentof at least $500,000 and in integral multiples of $100,000 in excess thereof; provided that if any no partial prepayment of LIBO Rate Loans made pursuant to any a single Borrowing shall reduce the outstanding aggregate principal amount of LIBO Rate the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically ; (iii) Eurodollar Loans may only be converted into a Borrowing of Base Rate Loans and any election prepaid pursuant to this Section 4.3 on the last day of an Interest Period with respect applicable thereto given by Borrower shall have no force or effecton any other day subject to Section 3.5; (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Term Loans; provided Borrowing, provided, that it is understood and agreed that this clause (iii) may such prepayment shall not be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term applied to any Revolving Loans of a given Tranche pursuant Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Pro Rata Share of all Revolving Loans then outstanding. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 5.01(a) shall be applied as directed by Borrower in 4.3 are for the applicable Notice benefit of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice Administrative Agent and may be revoked waived unilaterally by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. (b) In the event (i) of a refusal by a Lender refuses to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender12.1(b), Borrower mayshall have the right (subject to the provisions of Section 12.1(b)), upon three five (5) Business Days’ ' prior written notice to the Administrative Agent at (which notice Administrative Agent shall promptly transmit to each of the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) Lenders), to repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees fees and all other amounts due and owing to such Lender in accordance with, and subject to the requirements of, with said Section 13.12(b12.1(b), so long as, as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to clause Section 4.1(b) and (iB) hereofin the case of the repayment of Loans of any Lender, the consents, if any, consents required under by Section 13.12(b12.1(b) in connection with the repayment pursuant to such this clause (ib) shall have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheB Loans, Term C Loans, and Revolving Loans, without premium or penalty (other than as provided in Section 4.1(b) and amounts, if any, required to be paid pursuant to Section 2.11 and Section 4.01(b)with respect to prepayments of Term SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part at any time and part, from time to time on the following terms and conditions: : (ia) the Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office a Notice of Loan Prepayment revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial make such prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term SOFR Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to (in the date case of such prepayment ABR Loans) or (y) three U.S. Government Securities Business Days prior to (in the case of Term Loans maintained as Base Rate Loans and SOFR Loans) (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (orand, in the case of clauses (x) and (y)each case, such shorter period time as the Administrative Agent shall agree in its sole and absolute discretionmay agree), and be promptly transmitted by the Administrative Agent to each of the Lenders; (iib) each partial prepayment of any Borrowing of Term B Loans, Term C Loans pursuant to this Section 5.01(a) or Revolving Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent5,000,000; provided that if any no partial prepayment of LIBO Rate Term SOFR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate for Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing and (c) any prepayment of Base Rate Term SOFR Loans and pursuant to this Section 5.1 on any election day prior to 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 thereto given by of any tranche of Term B Loans and Term C Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term B Loans or Term C Loans, as applicable, in such manner as the Borrower may determine and (b) in the case of Term B Loans, applied to reduce Repayment Amounts in such order as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term B Loans to reduce Repayment Amounts or prepayments of Term B Loans or Term C Loans as between existing Classes of Term B Loans or Term C Loans, as applicable, the Borrower shall be deemed to have elected that (i) in the case of Term B Loans, such prepayments be applied to reduce the Repayment Amounts of the applicable Class of Term B Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term B Loans then outstanding, if no force Class was specified and (ii) in the case of Term C Loans, such prepayments be applied on a pro rata basis among all Classes of Term C Loans then outstanding. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(d) or effect; (iii) each e), as applicable. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing 5.1, such prepayment shall not be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment to any Loan of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower The Borrowers shall have the right at any time and from time to time to prepay, prepay all or any portion of the Loans without premium or penaltypenalty (but subject to Section 3.5), any Revolving Borrowingby the Administrative Borrower delivering to the Administrative Agent an irrevocable written notice thereof at least one (1) Business Day (or such shorter period as is acceptable to the Administrative Agent) prior to the proposed prepayment date, in whole the case of Loans consisting of ABR Advances, and at least three (3) Business Days (or in part, subject such shorter period as is acceptable to the requirements Administrative Agent) prior to the proposed prepayment date, in the case of Sections 5.02(lLoans consisting of LIBOR Advances, specifying (i) whether the Loans to be prepaid are Revolving Loans, Term Loans or a combination thereof, (ii) whether such Loans consist of ABR Advances, LIBOR Advances, or a combination thereof, (iii) the amount to be prepaid and (miv) the date of prepayment, whereupon the amount specified in such notice shall be due and Section 5.03; provided that payable on the date specified. Upon receipt of each such notice, the Administrative Agent shall promptly notify each Lender thereof. Each partial prepayment of the Loans pursuant to this subsection shall be in an amount that is an integral multiple equal to or in excess of $100,000the Minimum Prepayment Amount, or, if less, the outstanding principal balance of the Revolving Loans or Term Loans, as the case may be. After giving effect to any partial prepayment with respect to LIBOR Advances which were made (whether as the result of a borrowing, a conversion or a continuation) on the same date and which had the same Interest Period, the outstanding principal balance of such LIBOR Advances shall equal or exceed (subject to Section 3.3) the Minimum Prepayment Amount. Any voluntary prepayment of Revolving Loans shall not reduce the Aggregate Revolving Commitment. All voluntary prepayments of the aggregate outstanding principal amount of the Term Loans shall be applied in the order as directed by the Borrowers. Such prepayments shall also include any terminations fees due to any Swap Counterparty under any Specified Hedging Agreement.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (notice, in writing or telephonic notice promptly by telephone, confirmed in writing) , of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such make a prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon 2 P.M. (New York City time) at its Notice Office at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans and (y) prior to ▇▇ ▇▇▇▇ (▇▇▇ ▇▇▇▇ ▇▇▇▇ time) at its Notice Office at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) or same day notice in the case of Swingline Loans, provided such notice is given prior to 12:00 Noon (New York City time) at least three Business Days prior to ), which notice in each case shall indicate whether Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Loans shall be prepaid, the date amount of such prepayment in and the case Types of LIBO Rate Loans (orto be prepaid and, in the case of clauses (x) and (y)Eurodollar Loans, such shorter period as the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; and (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; Minimum Borrowing Amount, if applicable, with respect thereto, provided that if any no partial prepayment of LIBO Rate Eurodollar Loans shall reduce the outstanding Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such a Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each thereto. Each prepayment pursuant to this Section 5.01(a) 4.01 in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among the Lenders making such Term Loans; , provided that it is understood and agreed that this clause (iii) may no such prepayment shall be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term applied to any Loans of a given Tranche Defaulting Lender at any time when the Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Proportionate Share of all Loans then outstanding. Prepayments of Eurodollar Loans made pursuant to this Section 5.01(a) 4.01 on any day other than the last day of an Interest Period applicable thereto shall be applied as directed accompanied by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this amounts required under Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied1.11. (b) In the event (i) of a refusal by a Lender Each amount required to consent be applied to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b4.01 shall be applied pro rata to each Tranche of Term Loans based upon the then remaining principal amounts of the respective Tranches (with each Tranche of Term Loans to be allocated that percentage of the amount to be applied as is equal to a fraction (expressed as a percentage) the numerator of which is the then outstanding principal amount of such Tranche of Term Loans and the denominator of which is equal to the then outstanding principal amount of all Term Loans). The amount of each principal repayment of Term Loans made pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments of the applicable respective Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of the Scheduled Repayments of the respective Tranche of Term Loans after giving effect to all prior reductions thereto)thereto until all Term Loans are repaid in full. (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) such Borrower shall give the Administrative Agent prior to 11:00 A.M. (New York City time) at its the Notice Office a Notice of Loan Prepayment (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, Base Rate Loans or Canadian Prime Rate Loans (or same day notice in the case of any partial prepaymenta prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans or EURIBOR Loans, the Tranche of Term which notice (in each case) shall specify whether Revolving Loans to or Swingline Loans shall be prepaid, the amount of such prepayment and the Term Types of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate LIBOR Loans or EURIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans or EURIBOR Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion)shall, and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 500,000, £500,000, €500,000 or CA$500,000, as applicable (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000, £100,000 or €100,000, as applicable (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided that (A) if any partial prepayment of LIBO Rate US LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate US LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing US LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect, (B) if any partial prepayment of UK Revolving Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of UK Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall automatically be converted into a Borrowing of UK Revolving Loans with an Interest Period of one week, and (C) if any partial prepayment of Canadian LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Canadian LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Canadian LIBOR Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each the respective Borrower shall pay all compensation due with respect to such prepayment of principal of Term Loans of a given Tranche pursuant to this specified in Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no 2.11 concurrently with such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedprepayment. (b) In the event (i) of a refusal certain refusals by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender), Borrower the Borrowers may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), 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) in accordance with, and subject to the requirements of, of Section 13.12(b), so long as, as (i) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (A) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to clause Section 4.02(b) (iat which time Schedule 1.01(a) hereof, shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) such Lender’s RL Percentage of all outstanding Letters of Credit is Cash Collateralized in accordance with Section 2.20 and (ii) the consents, if any, required under by Section 13.12(b) in connection with the repayment pursuant to such this clause (ib) shall have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))Loans, in whole or in part at any time and part, upon payment of the Applicable Payment Fee, from time to time on the following terms and conditions: : (i) the Borrower shall give the Administrative Agent at its Notice the Payment Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, whether such Loans are A Term Loans under the A Term Facility, B Term Loans under the B Term Facility, RF Loans or Swingline Loans each under the Revolving Facility, the amount of such prepayment and (in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice shall be given by the Borrower on the date of prepayment) and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, and which notice (except in the case of LIBO Rate Loans (or, in the case a prepayment of clauses (xSwingline Loans) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) any Borrowing shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to $100,000, in the Administrative Agentcase of a partial prepayment of any Borrowing of Swingline Loans); provided that if any no partial prepayment of LIBO Rate Eurodollar Loans made pursuant to any a Borrowing shall reduce the outstanding aggregate principal amount of LIBO Rate the Loans made outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each except as provided in clause (v) below, the Borrower may designate the Types of Loans which are to be prepaid, the specific Borrowing(s) under the affected Facility pursuant to which made and the maturities under Section 3.01 to which applied; provided that at the Borrower’s election in connection with any prepayment of RF Loans pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing 3.02, such prepayment shall not be applied pro rata among such Term Loansto any RF Loans of a Defaulting Lender; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each at the time of any prepayment of principal of Term Eurodollar Loans of a given Tranche pursuant to this Section 5.01(a3.02 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (v) shall be applied as directed by Borrower in the applicable Notice event of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal certain refusals by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.11(a) of this Agreement or clause (1) or (2) of the second proviso to Section 11.11(a) of this Agreement which have been approved by the Required Super-Majority Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender11.11(b), the Borrower may, upon three two Business Days’ prior written notice to the Administrative Agent at the its Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), repay all Term Loans of such LenderLender (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 Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, with said Section 13.12(b11.11(b), so long as, as (A) in the case of the repayment of RF Loans of any repayment Lender pursuant to this clause (i) hereofv), the consents, if any, Revolving Commitment of such Lender is terminated concurrently with such repayment (at which time Annex I shall be deemed modified to reflect the changed Revolving Commitments) and (B) the consents required under by Section 13.12(b11.11(b) in connection with the repayment pursuant to such this clause (iv) shall have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Acquisition Loan and Term Loan. Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time to prepay in full, but not in part, either or both of the Acquisition Loan and from time to time the Term Loan on the following terms and conditions: (i) Borrower shall give the Administrative Agent Bank, at its Notice Office a Notice of Loan Prepayment Address for Notices (on the signature page hereof), written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all either or both of the Term such Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of such prepayment and whether such Loan(s) being prepaid is the Acquisition Loan, the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing Loan or Borrowings pursuant to which madeboth, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and thirty (y30) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in prepayment. In view of the case impracticality and extreme difficulty of LIBO Rate Loans ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Bank's lost profits, an early termination fee shall be paid by Borrower on the amount of the Acquisition Loan and/or Term Loan being prepaid (or, in the case of clauses (x) and (y"Early Termination Fee"), which Early Termination Fee shall be equal to: (i) if such shorter period as termination occurs prior to the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each first anniversary of the Lendersdate hereof, an amount equal to three percent (3%) of the principal amount of Loans being prepaid; or (ii) each partial prepayment if such termination occurs on or after the first anniversary, but prior to the second anniversary of Term Loans pursuant the date hereof, an amount equal to this Section 5.01(atwo percent (2%) shall be in an aggregate of the principal amount of at least $1,000,000 Loans being prepaid; or (iii) if such termination occurs on or such lesser amount as is acceptable after the second anniversary, but prior to the Administrative Agent; provided that if any partial prepayment third anniversary hereof, an amount equal to one percent (1%) of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedbeing prepaid. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower The Borrowers shall have the right to prepay the Term Revolving Credit Loans of any Trancheand Swingline Loans, in each case, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (ia) Borrower the Parent Borrower, on behalf of the Borrowers, shall give the Administrative Agent at its Notice the Administrative Agent’s Office a Notice of Loan Prepayment written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all make such prepayment, the amount of the Term Loans, or such prepayment and (in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate LIBOR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon the Parent Borrower, on behalf of the Borrowers, no later than 1:00 p.m. (New York City time) at least (i) in the case of LIBOR Loans, one Business Day prior to, (ii) in the case of ABR Loans (other than Swingline Loans and Protective Advances), one Business Day prior to or (iii) in the case of Swingline Loans and Protective Advances, on, the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and promptly be promptly transmitted by the Administrative Agent to each of the LendersLenders or the Swingline Lender, as the case may be; (iib) each partial prepayment of Term (i) any Borrowing of LIBOR Loans pursuant to this Section 5.01(ashall be in a minimum amount of $10,000,000, (ii) any ABR Loans (other than Swingline Loans and Protective Advances) shall be in an aggregate principal a minimum amount of at least $1,000,000 or such lesser and (iii) Swingline Loans shall be in a minimum amount as is acceptable to the Administrative Agentof $500,000; provided that if any no partial prepayment of LIBO Rate LIBOR Loans made pursuant to any a single Borrowing shall reduce the outstanding principal amount of LIBO Rate LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate for LIBOR Loans and (c) any election prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Parent Borrower with respect thereto given by Borrower shall have no force or effect; (iii) each the applicable provisions of Section 2.11. At the Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing 5.1, such prepayment shall not be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment to any Revolving Credit Loan of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Borrower The Borrowers shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than except as provided in Section 2.11 and Section 4.01(b))by law, in whole or in part at any time and from time to time on the following terms and conditions: (i) Borrower the Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office a Notice of Loan Prepayment at least four Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term such Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, and the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; ; (ii) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) shall be in an integral multiple of $1,000,000 (or its equivalent in other Permitted Currencies) and in an aggregate principal amount of at least $1,000,000 5,000,000 (or its equivalent in other Permitted Currencies) or such lesser amount as of a Borrowing which is acceptable to the Administrative Agent; outstanding, provided that if any no partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force $5,000,000 (or effect; its equivalent in other Permitted Currencies); (iii) each prepayment of Swingline Loans shall be in an integral multiple of $1,000,000 (or its equivalent in other Permitted Currencies) and in an aggregate principal amount of at least $5,000,000 (or its equivalent in other Permitted Currencies) or such other amount as is agreeable to the Swingline Lender or such lesser amount of a Borrowing which is outstanding; (iv) at the time of any prepayment of Loans pursuant to this Section 5.01(a4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts required pursuant to Section 1.10; (v) in respect the event of any Term Loans made pursuant to certain refusals by a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified Lender as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv13.12(b) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower Borrowers may, upon three five Business Days’ prior written notice to the Administrative Agent at the its Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) repay Agent shall promptly transmit to each of the Lenders), prepay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, with said Section 13.12(b), ) so long as, in as (A) the case Commitment of any repayment pursuant to clause such Lender (i) hereof, the consents, if any, ) is terminated concurrently with such prepayment (at which time Schedule I shall be deemed modified to reflect the changed Commitments) and (B) the consents required under by Section 13.12(b) in connection with the repayment prepayment pursuant to such this clause (iv) have been obtained. Each ; and (vi) except as expressly provided in the preceding clause (v), each prepayment in respect of any Term Loan Loans made pursuant to this Section 5.01(b) a Borrowing shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a be applied pro rata basis (based upon among the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto)Loans comprising such Borrowing. (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.

Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Term Loans of any Tranchemade to such Borrower, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b))penalty, in whole or in part at any time and from time to time on the following terms and conditions: : (i) such Borrower shall give the Administrative Agent prior to 3:00 P.M. (Local Time) at its the applicable Notice Office a Notice of Loan Prepayment (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, Base Rate Loans (or same day notice in the case of any partial prepaymentSwingline 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, the Tranche of (ii) which notice (x) shall specify whether A Term Loans, B Term Loans, Incremental Term Loans to under a given Tranche, Revolving Loans or Swingline Loans shall be prepaid, the amount of the Term Loans to be prepaidsuch prepayment, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; (iiiii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (taking the Dollar Equivalent of any amounts to be prepaid in an Alternate Currency) (or $250,000 in the case of Swingline Loans) or, in the case of Incremental Term Loans of a given Tranche, the minimum principal amount set forth in the Incremental Term Loan Commitment Agreement for such lesser amount as is acceptable to the Administrative Agent; Tranche), provided that if any partial prepayment of LIBO Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then (A) if such Borrowing is a Borrowing of LIBO Euro Rate Loans (other than Alternate Currency Incremental Term Loans), such Borrowing shall automatically be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and any election of an Interest Period thereafter with respect thereto given by such Borrower shall have no force or effect, and (B) if such Borrowing is a Borrowing of Alternate Currency Incremental Term Loans under a given Tranche, the respective Incremental Term Loan Borrower shall cooperate with the Administrative Agent in selecting Interest Periods at the end of the then current Interest Period or Interest Periods so as to align such Borrowing with the Interest Period or Interest Periods applicable to one or more other Borrowings of such Tranche of Incremental Term Loans; (iiiiv) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to this Section 4.01(a) shall be allocated among the different Tranches of Term Loans or applied to a Borrowing single Tranche of Term Loans in each case as Silgan shall specify in the respective notice of prepayment; provided, however, if either Silgan fails to specify how such prepayment is to be allocated or a Default or an Event of Default exists at the time of the respective prepayment, such prepayment shall be allocated among the Tranches of Term Loans on a pro rata basis (with each Tranche of Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment); (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 A Term Loans pursuant to this Section 4.01(a) which are made in 2005 or 2006 shall be applied to the A Term Loan Scheduled Repayment which is due on December 31, 2007), and (2) second, to the extent in excess thereof, to reduce the then remaining Term Loan Scheduled Repayments of each such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of Term Loan Scheduled Repayments of each such Tranche of Term Loans after giving effect to all prior reductions thereto); and (vi) each prepayment in respect of any Tranche of Loans pursuant to this Section 4.01(a) shall be applied pro rata among the Lenders with outstanding Loans of such Term Loans; Tranche, provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the respective Revolving Borrower's election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Revolving Loans of a given Tranche pursuant to this Section 5.01(a) 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied as directed by Borrower in the applicable Notice to any Revolving Loan of Loan Prepayment delivered a Defaulting Lender. A notice of prepayment of all outstanding Loans pursuant to this Section 5.01(a) or4.01(a), if no such direction is given, in direct order delivered by a Borrower contemporaneously with a notice of maturity. Notwithstanding anything to termination of the contrary contained in this Agreement, any such Notice of Total Unutilized Revolving Loan Prepayment Commitment pursuant to this Section 5.01(a) 3.02(a), may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, facilities the occurrence proceeds of a Change of Control or any similar event)which will be used to refinance in full this Agreement, in which case such notice may be revoked by such Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, any such revocation shall not affect any Borrower's obligations pursuant to Section 1.11. (b) In the event (i) of a the refusal by a Lender to consent to a proposed changeschange, amendmentswaiver, waivers, discharges discharge or terminations termination with respect to this Agreement any of the matters described in clauses (i) through (vii), inclusive, of the first proviso in Section 12.12(a) which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as the Borrowers shall have the right (and subject to the extent) provided in requirements of Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may12.12(b)), upon three five Business Days’ ' prior written notice to the Administrative Agent at the applicable Notice Office (or such shorter which notice as may be agreed by the Administrative AgentAgent shall promptly transmit to each of the Lenders) to repay all Term Loans of such LenderLoans, together with accrued and unpaid interest, Fees and other amounts (including, without limitation, all obligations under Section 1.11), then owing to such Lender (or, at the Borrowers' discretion, owing to such Lender solely with respect to the Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, with said Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay, without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000.12.12

Voluntary Prepayments. (a) Borrower The Borrowers shall have the right to prepay the Term Loans of any TrancheLoans, without premium or penalty (other than as provided reimbursement of Lenders’ costs in accordance with Section 2.11 and Section 4.01(b)2.11), in whole or in part at any time and from time to time on the following terms and conditions: : (i) Borrower the Company shall give the Administrative Agent prior to 12:00 P.M. (noon) (New York City time) at its the Notice Office a Notice of Loan Prepayment (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers’ intent to prepay all of the Term Loans, Base Rate Loans (or same day notice in the case of any partial prepaymenta 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 LIBOR Loans, the Tranche of Term which notice (in each case) shall specify whether Revolving Loans to or Swingline Loans shall be prepaid, the amount of such prepayment and the Term Types of Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments prepaid and, in the case of LIBO Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment Administrative Agent shall, except in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date a prepayment of such prepayment in the case of LIBO Rate Loans (orSwingline Loans, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent transmit to each of the Lenders; (ii) (A) each partial prepayment of Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided provided, that if any partial prepayment of LIBO Rate LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is may not be continued as a Borrowing of LIBO Rate Loans, such Borrowing LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans Loans) and any election of an Interest Period with respect thereto given by Borrower the Company shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Term Revolving Loans; provided provided, that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 at the Company’s election in connection with an Extension Amendment; and (iv) each any prepayment of principal of Term Revolving Loans of a given Tranche pursuant to this Section 5.01(a) ), such prepayment shall not, so long as no Default or Event of Default then exists, be applied as directed by Borrower in the applicable Notice of to any Revolving Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedDefaulting Lender. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender), Borrower maythe Borrowers shall have the right, upon three five Business Days’ prior written notice by the Company to the Administrative Agent at the Notice Office (or such shorter which notice as may be agreed by the Administrative Agent) Agent shall promptly transmit to each of the Lenders), to repay all Term Revolving 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) in accordance with, and subject to the requirements of, of Section 13.12(b), so long as, as in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (A) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to clause Section 4.02(b) (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(bat which time Schedule 1.01(a) shall reduce be deemed modified to reflect the then remaining Scheduled Repayments changed Revolving Loan Commitments) and (B) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner reasonably satisfactory to the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of Administrative Agent and the respective Tranche after giving effect to all prior reductions thereto)Issuing Lenders. (c) Borrower shall have Notwithstanding anything to the right at any time and from time to time to prepaycontrary contained in this Agreement, without premium or penalty, any Revolving Borrowing, in whole or in partthe Company may, subject to the requirements Section 2.11, rescind any notice of Sections 5.02(l) and (m) and prepayment pursuant to this Section 5.03; provided that each partial 5.01 if such prepayment shall be in an amount that would have resulted from a refinancing which is an integral multiple of $100,000not consummated or is otherwise delayed.